Terms and conditions of Livonia user agreement (livonia.finance) platform!
1. This collection of regulations, recognized as the “Terms and Conditions,” establishes the legal bond between any individual or legal entity (referred to as the “User”) who has successfully completed registration on the website www.livonia.finance (hereinafter denoted as the “Portal”), and Livonia Platform- legal entity ”LA LETTLAND” (registered under registration code 40203459329 and headquartered at Riga, Ziepniekkalna street 74, LV-1076, with contact email: info@livonia.finance, hereafter referred to as the “Portal Operator”). These provisions are applicable to the utilization of the Portal.
1.1 When a person or legal entity registers as a user and establishes a virtual user account (referred to as the “User Account”) on the Portal, they agree to abide by these Terms and Conditions. Thus, an agreement based on these Terms and Conditions is formed between the User creating a user account and the Portal Operator.
1.2 The Portal Operator reserves the right to amend or augment the Terms and Conditions, including the introduction of supplementary clauses. These alterations and additions come into force as soon as the User accepts the updated Terms and Conditions through the Portal.
1.3 Upon beginning to use the Portal, the User affirms that they have read, comprehended, and consented to the Terms and Conditions.
Definitions
2. Unless the context explicitly necessitates an alternative interpretation, the subsequent terms utilized in this Agreement will bear the meanings ascribed herewith:
2.1 The term “Secondary market” refers to the technical mechanism integrated within the Platform that facilitates the transfer of Rights of claim owned by Investors. This feature enables Users of the Platform to acquire Rights of claim from other Users, making them transferable entities.
2.2 The term “Investor” pertains to a User who contributes funds to support a Project that is presented on the Platform by using Crowdfunding Funds.
2.3 The “Payment Schedule” refers to the pre-established timetable that outlines the specific dates and amounts for the repayment of the Loan Amount, Interest, and any other payable sums as stipulated within the Loan Agreement. This Payment Schedule is accessible to the involved Parties through the Platform.
2.4 The term “Portal Operator” pertains to the entity that operates and manages the crowdfunding platform located at livonia.finance. This entity is identified by the legal entity code 40203459329 and is situated at Ziepniekkalna street 74, Riga, LV-1076, Latvia.
2.5 The term “Application” signifies the publicly accessible presentation provided by the Borrower on the Platform with the intention of entering into the Loan Agreement. The terms of the Application are pre-arranged and authorized by the Portal Operator. The Application offers a detailed and comprehensive outline of the terms associated with the Project.
2.6 The term “Loan Amount Funding Period” refers to the time frame during which endeavours are undertaken to gather the Loan Amount intended for the funding of a specific Project.
2.7 The term “Loan Agreement” pertains to the crowdfunding arrangement established between Investors and the Project Owner through the Platform. Within this Agreement, Investors furnish Crowdfunding Funds for the execution of a Project overseen by the Project Owner. The Loan Agreement encompasses both the General and Special Terms, in addition to any related appendices, modifications, and supplementary documents.
2.8 The term “Loan Amount” designates the monetary value supplied by Lenders, constituting a loan extended to the Borrower. This sum is subject to repayment as stipulated within the provisions of the Loan Agreement
2.9 The term “Payment Account” signifies the unique account designated for payments, belonging to a User, and established with a specific payment service provider as chosen by the Portal Operator. This account is intended for facilitating transactions associated with activities carried out on the Platform.
2.10 “Interest” refers to the remuneration provided for the Loan Amount extended, accruing on a daily basis against the outstanding Loan Amount. The calculation of interest is based on a year consisting of 365 days, while each month is determined by the respective count of calendar days.
2.11 “Service Rates” encompass the fees and charges that are payable to the Portal Operator for various services, and these rates are made public on the Platform for the users’ reference.
2.12 “Platform” pertains to the crowdfunding platform available at www.livonia.finance, which is operated by the Portal Operator. This platform facilitates the process through which Investors can allocate Crowdfunding Funds to Project Owners.
2.13 “Project” refers to a business-focused undertaking, excluding consumer-related activities, that is published on the Platform. The aim of the Project is to raise Crowdfunding Funds from Investors to support its implementation.
2.14 “Project Owner” denotes the User who initiates and presents the Project on the Platform. Their goal is to gather Crowdfunding Funds from Investors for the execution of the Project.
2.15 “Right of claim” refers to the Investor’s legal entitlement to demand payment from the Borrower based on the Loan Agreement between them. This right encompasses all associated or derived rights related to the loan.
2.16 “Crowdfunding Funds” refers to the funds supplied by Investors via the Platform to the Project Owner for the purpose of financing the designated Project.
2.17 “Performance Security” refers to collateral or security measures, including but not limited to pledges, mortgages, suretyships, or guarantees, used to protect the financial responsibilities of the Project Owner towards the Investors.
3. Platform Usage and Operator’s Rights
3. The Portal Operator enables registered Users of the Portal to utilize the platform for its intended purposes, which primarily involve accessing and comprehending real estate and business financing proposals (projects), expressing intent to participate, and conducting transactions. However, the Portal Operator does not hold exclusive rights to modify the features and Terms and Conditions of the Portal without prior notification. This includes the ability to introduce or limit functionalities.
3.1 The primary aim of the service offered by the Portal Operator is to connect Users with each other, facilitating the lending of funds to real estate and other loan originator businesses via the Portal. This enables Users to participate in financing such projects through the platform.
3.2 Administrative Role and Collection of Dues
The Portal Operator assumes an administrative role in handling loan-related documents. In the process of collecting repayments from borrowers, both the Portal Operator and/or the Collateral agent act based on their own discretion, always prioritizing the best interests of the lender.
3.3 Application of Loan Contract Provisions
While the Portal Operator is not directly involved as a party in the loan contracts established through the Portal, there are situations where they and/or the Collateral agent have the authority to invoke the terms of the loan contract. This enables them to request adherence to specific terms outlined in the loan contract.
3.4 The Portal Operator and Collateral agent are not held accountable for various matters, including User obligations’ fulfillment, accuracy of information provided by Users in the portal or loan documents, disruptions in credit institutions, and inaccuracies in project forecasts.
3.4 Limitation of Accountability
The Portal Operator and Collateral agent shall not be held accountable for a range of matters, which include but are not limited to:
The fulfillment of User obligations
Accuracy of information provided by Users in the portal or loan documents
Disruptions in credit institutions
Inaccuracies in project forecasts
3.5 Investment Disclaimer
The permission granted to a User for submitting a loan request and categorizing its risk level on the Portal does not imply:
Investment recommendations
Endorsement of creditworthiness
Confirmation of project viability
Guarantees of investment returns
3.6 Modifications to the Portal
The Portal Operator reserves the right to modify the Portal, which may include expanding, altering, or removing features, at its discretion. However, such modifications will only occur with user consent or with prior notice provided at least 30 days before the changes take effect. This also applies to the potential termination of the Portal’s operation.
4 Collateral Agent
4. Pledge Requirement
In accordance with the specific loan terms, it is a requirement to establish a pledge in favor of the Collateral Agent. This pledge serves as security for the loan and ensures the fulfillment of the borrower’s obligations under the loan agreement.
4.1 Collateral Agent and Pledge Management
The Collateral Agent assumes the responsibility of holding the pledged assets related to a secured loan in its name, with the primary purpose of benefiting the lender(s). This involves executing various actions and transactions linked to the pledged assets, as instructed by the Portal Operator. These instructions can come from the Portal Operator acting on behalf of itself and/or the lender(s), in accordance with the User Terms and the loan documents connected to the specific loan. Furthermore, the Collateral Agent is vested with the authority to take actions or measures at its own discretion in case of payment defaults or breaches of Loan Agreements and Terms and Conditions. These actions are carried out on behalf of the lender(s) and/or the Collateral Agent itself. Their intent is to ensure the fulfillment of relevant obligations, potentially terminate Loan Agreements, or utilize other legally available remedies.
4.2 Funds Handling by Collateral Agent
In scenarios where the Collateral Agent receives funds as a result of collection or enforcement activities, which may involve actions such as collateral sales, these funds are promptly transferred to the Portal Operator on behalf of the lender(s) and/or the Portal Operator itself. The Collateral Agent is responsible for deducting any costs and fees associated with these actions before transferring the remaining funds. The Portal Operator is then responsible for accurately recording the received funds in the accounts of the respective lender(s), ensuring that the appropriate proceeds are allocated correctly. This process applies consistently even when the Collateral Agent engages in collection or enforcement actions based on parallel obligation agreements stipulated within the Portal Operator’s general loan terms or the agreement governing the relevant security.
Fees and Expenses
5. Borrower’s Responsibility for Expenses and Fees
The Borrower holds the responsibility for covering all expenses and fees related to their utilization of the Portal. This includes any costs incurred throughout the borrowing process and while engaging with the functionalities offered by the Platform. Unless explicitly stipulated otherwise in the loan terms or an agreement involving the Borrower, Lender, and Portal Operator, the Borrower undertakes the obligation to pay the following fees to the Portal Operator:
5.1 The Borrower acknowledges and agrees to assume financial responsibility for any additional fees that are explicitly outlined in the primary loan terms or an agreement established among the Borrower, Lender, and Portal Operator.
5.2 All expenses related to the completion of loan and pledge agreements are incorporated within the fee. The Portal Operator retains the right to deduct this fee from the designated loan amount.
User Account
6. In order to access the Portal and participate in transactions, individuals and legal entities are required to register a User Account in their own name.
6.1 User Account Registration and Background Check
During the registration process, the Portal Operator will conduct a background check on the individual or legal entity applying to register a User Account. This involves submitting the necessary information and documents to the Portal Operator. User Account registration will only be approved for individuals who meet the background check criteria established by the Portal Operator. The Portal Operator reserves the right to reject User Account registration requests.
6.2 Upon registering a User Account, the individual is required to provide their contact details and any other relevant information as requested by the Portal Operator. Additionally, they need to select an email address and create a password for their account.
6.3 User Account Registration Type
During the registration process, Users must indicate whether they are registering as private individuals or as representatives of a legal entity. If registering on behalf of a legal entity, the representative’s official status and authorization to act on behalf of the entity should be substantiated and provided to the Portal Operator.
6.4 The Portal Operator retains the right to impose usage restrictions and access limitations on specific User groups, such as those providing loans through the Portal. This may involve limiting access to certain sections or functionalities of the Portal. Obtaining separate consent from Users for such limitations is not required.
6.5 In order to access the Portal, Users are required to provide their email address and password. The Portal Operator reserves the right to unilaterally request additional forms of identification, such as an ID card, passport, or other accepted methods, to further verify a User’s identity during Portal usage.
6.6 The Portal Operator retains the unilateral right to reject applications for User Accounts without being obligated to provide detailed explanations for the rejection.
6.7 The individual under whose name the User Account is registered (referred to as the “Account User”) assumes full responsibility for all rights and obligations associated with the User Account. This includes active participation in any transactions carried out through the User Account. Each transaction conducted on the Portal is subject to its own terms and conditions, and the Account User is required to individually accept and adhere to these terms for each transaction.
Payments through the Portal
7. In order for Users to engage in investment or borrowing activities through the Portal, they are required to agree to provide any necessary documentation as requested by the Portal Operator. This documentation is essential for conducting Anti-Money Laundering (AML) and Know Your Customer (KYC) checks, which are crucial steps to ensure compliance with relevant regulations and to maintain the integrity of the platform. Users are obligated to provide accurate and up-to-date information as part of these checks.
7.1 To initiate and conduct transactions on the Portal, Users are required to transfer funds to their designated Payment Account within the Livonia platform. During this process, Users must ensure to include the unique reference number generated by the Portal for that specific User in the payment order. This reference number is essential for accurately associating the transferred funds with the respective User’s account and facilitating seamless transactions on the platform.
7.2 The User Account displays the total of funds transferred from your bank account.
7.3 Users are allowed to make intent declarations through the Portal, such as transaction offers and agreements. However, in order to do so, the User Account must maintain an unreserved positive balance that is adequate to cover the transaction’s obligations. This positive balance should be sufficient to fulfill the User’s responsibilities pertaining to the transaction with both the other involved party and the Portal Operator. This financial requirement applies both at the time of making the offer and when concluding the transaction.
7.4 Users are permitted to transfer funds to their Livonia Account solely from a bank account registered under their name at a licensed credit or payment institution that is operational within an active member state of the European Union, Canada, UK, Ireland.
7.5 The Portal Operator retains the right to request documents that validate the conformity of the bank account with the conditions outlined above.
7.6 In the event that a transfer to the Livonia Account originates from a bank account that does not belong to the User or does not meet the conditions specified in Article 6.7, or if the reference number is incorrect, the Portal Operator reserves the right to return the funds to the sender. In such cases, the Portal Operator is entitled to deduct compensation for any associated return expenses directly from the User Account.
7.2.1 Lending Funds
7.2.1. When a User intends to lend funds, they must submit an intent declaration through the dedicated application on the Portal. This intent declaration specifies the amount of funds being offered for lending and confirms the loan conditions. These conditions are based on the borrowing User’s offer and the terms outlined in the loan agreement established by the Portal Operator. Any loan terms that are not explicitly stated will be governed by the terms of the Loan Agreements defined by the Portal Operator. Once the lending User’s acceptance to provide funds is submitted, it becomes legally binding and cannot be unilaterally withdrawn or canceled, except in cases where such withdrawal or cancellation is mandated by legal provisions or the terms specified in the loan agreement.
7.2.2. A User can only lend funds from their non-booked positive balance displayed on their User Account. Lending is not possible if the total sum of the loan to be provided and the amount paid to the project account during the transaction surpasses the non-booked positive balance present in the User’s Account.
7.2.3. Upon confirming the intent to lend, the User initiates the transfer of the loan amount stated in the acceptance to the project account via the Portal Operator. In the event that the borrowing User withdraws from the loan agreement, the Portal Operator automatically releases the reserved sum from the project account and promptly transfers it to the lending User’s Payment Account.
7.2.4. The confirmation of intent to lend signifies the establishment of a binding loan agreement between the lending and borrowing Users. This agreement becomes effective once the lending User accepts the offer and confirms it through the Portal.
7.2.5. Upon the accumulation of acceptance submissions for loan agreements that meet or exceed the specified minimum total loan amount, Livonia Platform automatically deducts the loan amount from the lending User’s Payment Account and credits the project account with an equivalent amount. Moreover, Livonia debits the accounts of both the lending and borrowing Users for the sum payable to the Portal Operator, covering transaction execution and any relevant fees.
7.2.6. The minimum loan amount for a transaction on the platform is set at EUR 50.
7.2.7. The maximum loan amount for a single Project is determined by the investment target amount required for that specific Project.
7.2.8. The User acknowledges that in circumstances of force majeure, where the borrower’s income is adversely affected and they are unable to fulfill their obligations under the Loan Agreements, the borrower has the right to request an extension of up to 3 months without requiring separate consent from the lender. This extension can only be exercised once per project and necessitates the involvement of the Portal Operator.
Sale of Claim Rights on the Secondary Market
8 Users also have the option to sell their claim rights related to the loan on the Secondary Market. This allows a User to transfer their rights to receive payments from the borrower to another User. The Secondary Market facilitates the sale of these claim rights through the Platform.
8.1 Users interested in selling their claim rights must publish an application on the Secondary Market indicating the terms of the sale, including the price at which they are willing to sell the claim rights.
8.2 The published application for the sale of claim rights remains available on the Secondary Market for a maximum duration of 14 calendar days, starting from the publication date. After this period, if the claim rights are not sold, the User must republish the application.
8.3 The Portal Operator retains the right to cancel any application for the sale of claim rights published on the Secondary Market if there are significant changes in material circumstances related to the claim rights before an agreement for the sale is reached. In such cases, the User wishing to sell the claim rights must republish the application.
8.4 Users interested in purchasing claim rights on the Secondary Market can access information about the claim rights, the borrower, and the corresponding loan agreement. The decision to purchase claim rights is solely the responsibility of the purchasing User.
8.5 The Portal Operator has the authority to establish price limits for claim rights offered on the Secondary Market at its own discretion, indicating the maximum and minimum permissible prices within which Users can set their sale prices.
8.6 A fee for the transfer of claim rights on the Secondary Market is charged to the User selling the claim rights. This fee is calculated based on the nominal value of the claim rights and is in accordance with the procedure outlined by the Portal Operator and published in the Service Fees.
8.7 The selling User must pay the transfer fee for the claim rights when publishing the application on the Secondary Market. The Portal Operator may also deduct this fee from the sale price received by the selling User.
8.9 All Users of the Platform can view applications for the sale of claim rights on the Secondary Market and submit proposals to purchase them. The submission of a proposal by a User is considered a binding acceptance of the offer to purchase the claim rights at the specified price.
8.10 The Portal reserves the right to allow Users to sell their claim rights arising from Loan agreements. Such sales can exclusively occur through the Portal, specifically between Users.
8.11 Users who intend to sell their claim rights must utilize the Platform to list either a portion or the entirety of their claim rights stemming from specific Loan agreements.
8.12 By listing claim rights for sale in the Secondary Market section on the Portal, the selling User agrees to establish a contract for selling the claim rights to any User who accepts the offer to purchase these claim rights.
8.13 Users desiring to purchase claim rights arising from a particular Loan Agreement held by another User can do so via the Secondary Market section on the Portal. This purchase is only feasible if the purchasing User has sufficient funds in their Portal balance to cover the cost of these claim rights.
8.14 Upon accepting the purchase of claim rights through the Platform’s Secondary Market section, the purchasing User demonstrates their intention to be legally bound by the Loan Agreement from which the claim rights originate. This acceptance cannot be revoked unless stipulated otherwise by applicable law.
8.15 The minimum price at which a claim can be assigned for sale is EUR 2.
8.16 The sale price of the claim rights must match the outstanding principal of the loan according to the Loan Agreement from which the claim arises.
8.17 Following the sale of claim rights, the interest and principal derived from the Loan Agreement will be calculated for the current month of sale in a proportional manner for both the seller and the buyer.
8.18 If user wants to sell his claim to another user, then he pays 1% of claim worth to platform or min 2 euro.
General User Rights and Responsibilities
9. In addition to the other obligations outlined in the Terms and Conditions, Users are required to:
9.1 Users are required to abstain from participating in illegal transactions or activities on the Portal, which encompass, though are not restricted to, actions such as fraud, money laundering, terrorist financing, or any analogous activities.
9.2 Users are instructed to utilize the Portal solely via regular web browsers intended for standard purposes. The use of automated tools for data scraping, reading, or processing is strictly prohibited.
9.3 Provide accurate and truthful information during User Account registration. Users are liable for any damages resulting from violations of this obligation towards the Portal
9.4 Users are responsible for ensuring the security of their access data and devices necessary for logging into their User Account, which may include items like ID cards, passwords, user IDs, and authentication devices. This is to prevent unauthorized access. However, in cases where a third party gains access to the Portal through a User’s Account, all the terms and conditions specified in the agreement shall still apply.
9.5 Users are required to promptly inform the Portal Operator if they become aware of any potential risk of unauthorized use of their User Account. This notification helps ensure the security of the account and prevent unauthorized access.
9.6 Users are responsible for maintaining accurate and up-to-date information in their User Account. If there are any changes to the data provided during User Account creation, users are required to promptly notify the Portal Operator about these changes to ensure that the account information remains accurate and current.
9.7 Beyond other rights established in the Terms and Conditions, registered Users are entitled to certain rights, which may include but are not limited to:
9.8 Access the Portal using secured authorization measures determined by the Portal Operator.
9.9 Utilize the Portal’s functionalities, provided that the User adheres to specified requirements for each functionality.
9.9.1 Review and amend their stored User data while also requesting the cessation of data processing by the Portal Operator.
9.9.2 With prior consent from the Portal Operator, authorize a representative to use their User Account and register them as an authorized User of that account.
9.9.3 Provide feedback on Portal services and participate in surveys, including assessments of service quality, conducted by the Portal Operator.
9.9.4 Beyond other rights established in the Terms and Conditions, registered Users are entitled to certain rights, which may include but are not limited to:
9.9.5 Accessing and using the functionalities of the Portal in accordance with the Terms and Conditions.
9.9.6 Making intent declarations, submitting offers, and engaging in transactions on the Portal.
9.9.7 Receiving information about available projects and investment opportunities.
9.9.8 Managing their User Account details and preferences.
9.9.10 Receiving notifications and updates from the Portal Operator.
9.9.11 Accessing information about their transactions, investments, and account history.
9.9.12 Transferring funds to their Payment Account and making investments.
9.913 Utilizing the Secondary Market for transferring or acquiring Rights of claim.
9.9.14 Requesting support and assistance from the Portal Operator regarding account-related matters.
9.9.15 Exercising their rights and obligations as lenders or borrowers in accordance with the Terms and Conditions.
User Data Processing
10.1. In the context of these Terms and Conditions, personal data refers to any information related to a private individual User that they provide when registering their User Account, using the Portal, and making intent declarations through the Portal. This includes personal data obtained by the Portal Operator from third parties, as well as data that is stored or processed by the Portal Operator. The handling of personal data is subject to the applicable data protection laws and regulations.
10.2. By registering a User Account and/or providing data, Users acknowledge their awareness and provide consent to the Portal Operator for processing legally collected data concerning them, regardless of its source. This data processing is carried out for purposes related to the use of the Portal and is conducted to the extent necessary for these purposes.
10.3. Private person Users retain the right to revoke their consent for the processing of their personal data at any time. They have the option to request the discontinuation of data processing, cessation of data access, or deletion of their data. However, this is only applicable if there are no ongoing or valid agreements being conducted through the Portal and if legal obligations do not mandate data retention. It’s important to note that withdrawing consent will result in the closure of the User Account.
10.4. The Portal Operator is under an obligation to uphold the confidentiality of User data and adhere to the regulations stipulated by the Personal Data Processing Law of the Republic of Latvia.
10.5. User personal data may only be disclosed to third parties, including other Users, in accordance with legal provisions and the Terms and Conditions.
10.6. The Portal Operator has the right to share User data with entities within the same group as the Portal Operator, as well as with those providing legal assistance, accounting, auditing, or related services. However, such sharing is subject to the condition that the service providers commit not to disclose the data to third parties.
10.7. The Portal Operator is authorized to use User email addresses and mobile phone numbers to send information, advertising, and offers from the Portal Operator or its partners. Users have the option to select the types of notifications and offers they wish to receive through the Portal and can decline offers from the Portal Operator and its partners without a specific query.
Intellectual Property
11. The Portal Operator retains all intellectual property rights related to the Portal, including its structure, web design elements, texts, and other components, as well as associated intellectual property rights such as trademarks, logos, brands, software, databases, news, messages, texts, graphics, music, and design elements. Exceptions apply when components refer to the rights of other individuals or when Users contribute information to the Portal. Users are prohibited from altering, reproducing, disseminating, processing, translating, extracting from, forwarding, incorporating into other databases, or making public the Portal or its contents/components in ways that exceed the Portal’s intended purposes without the prior written consent of the Portal Operator.
11.1 Users are prohibited from sublicensing the use of the Portal, its contents, or components, as well as from creating new intellectual property objects based on them.
11.2 Users are permitted to publish materials on the Portal only if they hold the requisite intellectual property rights for those materials. The responsibility for any materials published rests entirely with the User.
11.3 By publishing material on the Portal, Users grant the Portal Operator unconditional and free consent to store, distribute, and publish such material in accordance with the Terms and Conditions. This consent also includes the right to modify or process the material to the extent necessary for the proper use of the Portal.
Liability
12 While the Portal Operator strives to ensure the accuracy and reliability of the information published on the Portal, it cannot be held liable for any incorrect or misleading information, ongoing violations conducted through the Portal, or the resulting consequences, unless the Portal Operator is aware of such issues and has taken corrective measures to rectify the information, cease violations, or mitigate the consequences.
12.1 The Portal Operator holds no responsibility for the accuracy and completeness of information provided by third parties. If the Portal Operator forwards or discloses such information on the Portal in its original format, any inaccuracies identified by a User should be promptly reported to the Portal Operator.
12.2 The Portal Operator cannot be held accountable to other Users or third parties for a User’s breach of obligations outlined in the Terms and Conditions, any other agreements with the Portal Operator, or legal agreements between Users.
12.3 The Portal Operator is responsible for fulfilling obligations arising from transactions carried out on the Portal only when it directly participates as a involved party in the particular transaction.
12.4 In the event that a User causes harm to the Portal Operator due to a violation of their obligations, the User is obligated to provide full compensation to the Portal Operator upon their initial request.
12.5 The Portal Operator cannot be held accountable for any damages suffered by Users or third parties arising from the Portal Operator’s lawful actions, such as the removal of information from the Portal, access restrictions, or the limitation of User Account functionality.
12.6 The Portal Operator cannot be held liable for temporary disruptions in Portal access or functionality.
12.7 The Portal Operator holds liability solely for direct financial damages resulting from its intentional or grossly negligent breach of obligations. Such compensation does not cover other forms of damages or profit loss. The Portal Operator is not responsible for breaches caused by third-party service providers engaged by the Operator.
Secondary Market and Transfer of the Right of Claim
13. Investors possess the ability to transfer their Rights of claim in the Secondary market using the Platform.
13.1 Investors are allowed to transfer their Rights of claim only to other Users of the Platform. The Operator does not allow transfers of Rights of claim outside the Platform.
13.2 By agreeing to this contract, the Project Owner acknowledges that Investors have the right to transfer the Right of claim held against them without the need for prior consent from the Project Owner.
13.3 To facilitate the transfer of the Right of claim, users of the Platform can choose the specific Right of claim they wish to transfer from their account and generate an application related to that particular Right of claim. This application is then made available on the Secondary market of the Platform.
13.4 When initiating the transfer of the Right of claim, the Investor specifies a price for the particular Right of claim being transferred. This price can either match the nominal value of the Right of claim or deviate from it, potentially being higher or lower. Furthermore, the Investor can include supplementary details about the Right of claim being transferred and/or the pertinent Loan Agreement. This application to transfer the Right of claim is considered a legally binding offer to transfer the specified Right of claim on the Secondary market at the designated price.
13.5 Applications for the transfer of the Right of claim are made available on the Secondary market for a duration of up to 14 calendar days, commencing from the date of publication. If the 14-day period elapses, the application for transfer must be resubmitted and republished on the Secondary market.
13.6 The Operator holds the authority to cancel applications for transferring the Right of claim on the Secondary market that have already been published if there are substantial changes in the relevant Right of claim before the transfer agreement is finalized. In such cases, Users intending to transfer the specific Right of claim must once again publish the application on the Secondary market.
13.7 Users who are interested in obtaining the Right of claim have the opportunity to review details about the specific Right of claim, the Project Owner associated with it, and the project that was funded through the Loan Agreement. Acquiring Users are responsible for thoroughly examining and evaluating this information, and they must make a decision to acquire the Right of claim based on their own assessment and understanding of the risks involved.
13.8 The Operator retains the authority to set price limits for Rights of claim that are being transferred on the Secondary market. These limits are determined at the Operator’s discretion and define the allowable range of prices within which Investors can specify the transfer price for the Right of claim.
13.9 Users who choose to transfer Rights of claim on the Secondary market are required to pay a fee for this transfer. The fee is calculated based on the nominal value of the transferred Right of claim and is determined according to the procedure set by the Operator. The specific fee amount is outlined in the Service Fees, which are made available to Users.
13.10 The fee for transferring the Right of claim on the Secondary market must be paid at the moment of the transfer. The Operator is also authorized to deduct this fee from the amount received by the transferring User for the Right of claim.
13.11 Applications for transferring Rights of claim on the Secondary market are openly accessible to all users of the Platform. Each user is entitled to submit proposals pertaining to these applications. These proposals act as definitive acceptances to procure the transferable Right of claim on the Secondary market at the designated price.
13.12 Should a user’s proposal coincide with the price indicated in the application for the transfer of the Right of claim, it is considered that an accord to transfer the said Right of claim on the Secondary market has been achieved.
13.13 Users who are acquiring Rights of claim on the Secondary market must make the payment by transferring funds from their Livonia Account to the Livonia Account of the user transferring the Right of claim. Acquiring Users are required to have adequate funds in their own Livonia Account to cover the purchase price of the Right of claim.
13.14 The transfer of the Right of claim is considered complete once the payment is successfully made and the funds are transferred to the Livonia Account of the user who is transferring the Rights of claim. At this point, the user who acquired the Rights of claim becomes a party to the relevant Loan Agreement, assuming all the rights and obligations previously held by the transferring user. Furthermore, the acquiring user also gains possession of any associated Performance Securities.
13.15 By accepting this agreement, Project Owners acknowledge that Investors have the right to transfer all Rights of claim held against them on the Secondary market. Project Owners also understand that such transfers do not impact their responsibilities outlined in the Loan Agreement, and they remain obligated to fulfill these responsibilities accordingly.
13.16 Users acknowledge that the Operator holds no liability towards Users who acquire Rights of claim on the Secondary market in cases where the corresponding Project Owner fails to fulfill or inadequately fulfills their obligations.
13.17 The Operator maintains the authority to prevent transfers and acquisitions of Rights of claim on the Secondary market, especially when Users involved in transferring or acquiring Rights of claim do not comply with anti-money laundering and anti-terrorist financing regulations, violate agreements with the Operator or other Platform Users, or when the Operator identifies significant risks of illegal activities, contractual violations, or other potential risks.
13.18 Users recognize that the Operator cannot be held liable for any interruptions or temporary suspensions of activities on the Secondary market (related to Platform technical functionality), even if Users encounter a period during which they are unable to transfer or acquire Rights of claim.
Duration of Portal Use and Termination of Use
14. User Accounts on the Portal have an indefinite duration and are not subject to a fixed term. In the event that a User decides to discontinue their use of the Portal and does not have any ongoing agreements through it, they have the option to close their User Account without the need for prior notice. This action allows the User to terminate their association with the Portal Operator.
14.1 The Portal Operator maintains the authority to limit, suspend, or terminate a User’s access to the Portal, close their User Account, and conclude their agreement with the Portal Operator without prior notice in the following situations:
14.2 The User violates or has violated the Terms and Conditions or any other obligations stipulated for Users.
14.3 The User neglects to agree to the updated Terms and Conditions within a 30-day period after they are made available on the Portal upon their initial login.
14.4 The User provides the Portal Operator or other Users with inaccurate, misleading, or false data or information.
14.5 The User engages in inappropriate, illegal, or morally objectionable behavior while using the Portal.
14.6 The Portal Operator has reason to suspect unauthorized access to the User’s data and devices, which could potentially allow an unauthorized individual to use the User Account.
14.7 The Portal Operator has the authority to completely close and shut down the operation of the Portal.
14.8 Upon the closure of the Portal or in the event that a User’s access is revoked:
14.9 Transactions carried out through the Portal will remain binding according to the specified terms.
14.10 Upon the termination of access, the Portal Operator is responsible for transferring the positive balance in the Payment Account (at the time of access expiration) to the Account User’s designated bank account within 30 working days. This transfer will factor in any sums owed to the Portal Operator after appropriate deductions.
Sending of Notifications
15. Notifications sent to the User’s registered email address (the one provided to the Portal Operator) will be considered received within 24 hours of being sent. This time frame applies to all Users associated with the respective User Account.
Other Terms
16. The laws of the Republic of Latvia shall apply to any matters that are not explicitly covered by the Terms and Conditions. If any provision of these Terms and Conditions is found to be invalid due to conflicting with the law, the validity of the other provisions shall remain unaffected.
16.1 In the event of disagreements or disputes arising from the implementation of the Terms and Conditions, the parties involved shall initially attempt to resolve the matter through negotiations. The Portal Operator reserves the exclusive right to establish an alternative dispute resolution mechanism outside of the legal system.
16.2 If attempts at negotiation fail to reach a resolution, the dispute shall be subject to adjudication in the courts of the Republic of Latvia.