GENERAL TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATIONS
The following terms (if capitalized) shall have the following meaning for the purpose of this Agreement:
The headings in the Agreement have been entered for convenience only and shall have no impact on the interpretation of any provision of the Agreement.
Any reference to “including” or “include” means “including without limitation” and “include without limitation”, respectively.
All references to “Clause” or an “Annex” are references to the respective clauses and annexes of these General Terms, unless otherwise determined.
All references in the Agreement to the time are references to Estonian time, if not stated otherwise.
If the representation of the numbers in words in the text of the Assignment Agreement differs from the representation in numbers, the representation of the numbers in words shall prevail.
In case of discrepancy between the Assignment Agreements in different languages, the text in English shall be deemed as correct.
|Assignment Agreement||means an agreement which stipulates the transferring of the Claim from the Assignor to the Assignee and which includes the General Terms and the Special Terms.|
|Assignor||means the owner of a Claim deriving from the Loan Agreement as determined in the Special Terms.|
|Assignee||means the User, who the Claim is being assigned to as specified in the Special Terms.|
|Borrower||means a natural person or legal entity, as specified in the Special Terms who is a debtor under the Loan Agreement.|
|Brickfy||means Brick and Mortar Digital Assets OÜ as the undertaking providing services via the Website.|
|Claim||means monetary claim against the Borrower arising from the Loan Agreement as further specified in the Special Terms.|
|Claim Price||means as specified in the Special Terms.|
|General Terms||means the General Terms and Conditions of Assignment Agreement stipulated in this document.|
|Loan||means the principal amount of the loan issued to the Borrower in compliance with the Loan Agreement and yet not repaid or a part thereof, which, pursuant to the Assignment Agreement shall be repaid by the Borrower.|
|Loan Agreement||means a natmeans a loan, lease, credit agreement or a financial arrangement of different nature concluded between the Original Lender and the Borrower.|
|Marketplace||means interchangeably, the website or mobile application owned by Brickfy accessible on the Website publishing and providing investment opportunities of real estate investments offered by other companies or platforms.|
|Original Lender||means a person determined as a creditor under the Loan Agreement concluded with the Borrower, whether the Assignor or any third person.|
|Payments||means payments executed by the Borrower as the Loan repayments, interest payments, contractual penalty payments, and/or payments of other ancillary claims arising from the Loan Agreement.|
|Price List||means the effective price list of Brickfy Services published in the Website, which is an integral part of the Terms of Service.|
|Services||means the Marketplace and other services provided by Brickfy on the Website, as described in the Terms of Service.|
|Services Fee||means a fee indicated on the Price List paid by the User to Brickfy for processing Claims in compliance with the provisions of the Terms of Service and/or the Assignment Agreement or any fee indicated on the Price List for other Services provided by Brickfy on the Website.|
|Special Terms||means Special Terms and Conditions of the Assignment Agreement which is an integral part of the Assignment Agreement with the General Terms.|
|Terms of Service||means the terms and conditions of the Website applicable to all User’s agreements and transactions entered into by the User via the Website.|
|User||means a person registered and identified on the Website who is authorised to use the Services.|
|User Account||means the User’s personal site on the Website, which is automatically created after the registration on the Website and is constantly available to the User after entering the e-mail address and password on the Website.|
|Website||means https://www.brickfy.com operated by Brick and Mortar Digital Assets OÜ|
These General Terms (as amended from time to time) together with the Special Terms (as amended from time to time) and any present or future annexes thereto form the Assignment Agreement between the Parties. These General Terms constitute an integral part of the Assignment Agreement, unless and to the extent specified otherwise in the Special Terms or any other present or future annexes to the Assignment Agreement.
In addition to the Assignment Agreement, the relations between the Assignor and the Assignee are regulated by the Terms of Service, which in the relevant respects are deemed as part of each Assignment Agreement.
In case of any inconsistency between the Special Terms and the General Terms, the Special Terms shall prevail. The Special Terms supplement and specify the General Terms of the Assignment Agreement. In case of any inconsistency between the Assignment Agreement and the Terms of Service of Brickfy, this Assignment Agreement shall prevail. In any case, any documents binding to the Parties concluded and signed in accordance with this Assignment Agreement prevails over all earlier documents, should there be any inconsistencies.
For the avoidance of doubt, the Borrower is only bound by the Loan Agreement and is not a party to this Assignment Agreement. When fulfilling its obligations under the Loan Agreement, the Borrower will only have the obligations as prescribed in the Assignment Agreement. These General Terms of the Assignment Agreement only regulate the relationship between the Assignor, the Assignee and Brickfy in relation to the Claims assignment arrangement.
The parties to the Assignment Agreement are the Assignor and the Assignee as defined in the Special Terms of each Assignment Agreement.
This Agreement shall establish the rights and obligations of the Assignor and the Assignee in relation to the assignment of the Claim.
3. SUBJECT of the Assignment Agreement
Under this Assignment Agreement the Assignor assigns to the Assignee a Claim against the Borrower.
By agreeing with the terms of the Assignment Agreement, the Assignee acquires from the Assignor the Claim under the conditions set out in these General Terms and further specified in the Special Terms.
By concluding the Assignment Agreement, the Assignor transfers and assigns the Claim to the Assignee. The Assignee promptly acquires from the Assignor all rights connected to the Claim against the Borrower arising from the Loan Agreement to the extent specified in the Special Terms. The Claim can be assigned to more than one Assignee, in which case the proportion of the Claim assigned to each Assignee shall be determined in the Special Terms.
The Assignee confirms of having familiarized itself with the Terms of Service, the Special Terms and these General Terms, understands the rights and obligations arising therefrom and confirms that the terms and conditions thereof conform to the will of the Assignee. The Assignor acknowledges that the Loan Agreement shall form an integral part of the Assignment Agreement with regard to the Borrowers obligations and Assignees rights related thereto.
The Assignee confirms that during conclusion of the Assignment Agreement they are capable of understanding the terms of it.
After the Assignment Agreement is concluded and throughout the period of validity thereof, the Assignment Agreement shall be available to the Assignee under the User Account.
The Loan Agreement and other related documents resulting from the conclusion of the Assignment Agreement shall not be handed over to the Assignee. The relevant terms of the Loan Agreement or a copy of such agreement have been provided to the Assignees via the Marketplace. The Borrower shall make the Payments pursuant to the Loan Agreement. The schedule of repayment of the purchased Claim and the planned Loan repayment and interest payment is reflected in Special Terms.
The Borrower will not be informed of the assignment of the Claim. The Assignor will remain as the person to whom the Borrower shall fulfil its obligations deriving from the Loan Agreement whereas the Assignor will be obliged to transfer to the Assignee the proceeds obtained from the Borrower to the extent the proceeds are connected to the Claim assigned to the Assignee.
4. THE BORROWER
The identity of the Borrower shall be disclosed to the Assignee only if the Borrower is a legal person and only if it is permitted under the Loan Agreement.
The Assignee understands and is informed that if Brickfy and/or the Assignor has an obligation to ensure the confidentiality of the Borrowers’ personal data, then Brickfy and/or the Assignor, within the scope of the Assignment Agreement, shall disclose only information about the Borrower that shall not allow identification of the Borrower neither directly or indirectly. The scope of the information to be disclosed to the Assignees is limited to what has been provided in the Special Terms. The Assignee shall not request disclosure of any additional information about the Borrower and shall not make any complaints against Brickfy, Assignor, or the Borrower in this regard.
During the validity period of the Assignment Agreement, the Assignee agrees not to contact the Borrower for any purpose in connection with the Loan Agreement, the Assignment Agreement, or the transferred Claim. The Assignees agrees inter alia not to:
visit the Borrower at his/her/its residence or business location;
communicate with the Borrower, using means of prompt communication or social networks;
request from the Borrower any payments without the assistance of the Brickfy;
make any claims against the Borrower;
initiate any claims in court or a court of arbitration against the Borrower.
5. TRANSFER OF THE CLAIM
For obtaining a Claim or a part thereof, the Assignee shall pay to the Assignor the Claim Price set out in the Special Terms. The Assignee must transfer funds to the Assignor without unreasonable delay in accordance with the procedure set out in the Special Terms.
The Claim is considered to be assigned to the Assignee once the Claim Price is fully paid and transferred the to the Assignor.
6. PAYMENTS FROM THE BORROWER
The Assignor will transfer all repayments related to the Claim without delay via Brickfy to the Assignee. The Assignor and Brickfy are not responsible for the failure of the Borrower to fulfil its obligation to repay the Loan.
Upon the receipt of the Payments, the received funds (i.e. the principal amount of the Claim, interest payments and other ancillary claims arising from the Loan Agreement and further determined in the Special Terms) shall be transferred to the Assignee. If the Assignor, when assigning the Claim, has not assigned all of the claims deriving from the Loan Agreement to the Assignee(s) but has only partially assigned the claim deriving from the Loan Agreement, and has remained the owner of certain claims deriving from the Loan Agreement or assigned such claims to any third party creditors outside of the Marketplace, the Assignor shall use the proceeds received from the Borrower to satisfy the claims of the Assignor or a third party proportionally with the Claims of the Assignees.
If several Assignees have a Claim against the Borrower deriving from the same Loan Agreement, then the received fund from the Borrower shall be distributed proportionally between the Assignees.
Each Assignor shall be responsible for paying any applicable taxes (if any) from the proceeds received under this Agreement.
The transaction will be reflected on the User Account, displaying the funds transferred by or to the User.
In return for the Services provided by Brickfy via the Marketplace, the Assignor or the Assignee may be obliged to pay Brickfy Service Fee as per the Price List as well as make other payments established in the Price List. Should there be any relevant Service Fee established by Brickfy, Brickfy will have the right to withhold the sums equivalent to the Service Fee and other payments from the User Account pursuant to the Price List.
The Assignee shall not make any complaints against the Assignor, Brickfy or the Borrower in respect of the early repayment of the full or a partial amount of the Loan due to lost profit and any other damages in this respect. The funds, corresponding to the amount indicated on the User Account, shall be transferred to the creditors bank account no later than within 5 (five) Business Days as of the receipt of written request for withdrawal by the Assignee.
7. TERMINATION OF THE ASSIGNMENT AGREEMENT
The Assignment Agreement is considered to be terminated after the Borrower has paid the whole principal sum and the interest and the Borrower has performed all other financial obligations arising from the underlying Loan Agreement documents related to the relevant Loan Agreement, or in case the Loan Agreement has been cancelled or withdrawn and any and all claims deriving from the Loan Agreement have been fulfilled or expired.
8. DEFAULT OF THE BORROWER
The Assignee hereby confirms of being aware of the risk of default on Borrower’s obligations, as a result of which the Assignee might not fully recover the Claim.
The Assignor shall not be responsible for the default of the Borrower nor any delayed Payments. The Assignor does not have an obligation to repay to the Assignee its paid Claim Price or a part thereof.
If the Borrower fails to fulfil its obligations arising from the Loan Agreement, then the measures against the Borrower shall be taken in accordance with the original Loan Agreement.
9. CONDITIONS NOT REGULATED IN THIS ASSIGNMENT AGREEMENT
Unless otherwise set out in this Assignment Agreement, the Terms of Service apply to the relationship between the Assignor, Assignee and Brickfy as established in this Assignment Agreement.
The parties follow the provisions of the applicable law in relation to any matters not regulated in the Assignment Agreement and the Terms of Service.
10. GOVERNING LAW AND PROCEDURE FOR SOLVING DISPUTES
The provisions of the Terms of Service in respect of governing law, jurisdiction and resolving of disputes shall apply to these General Terms if not otherwise stated in the Special Terms.