1. TERMS OF SERVICE
The platform on this website www.brickfy.com is operated by us, Brick and Mortar Digital Assets OÜ, a company established under the laws of the Republic of Estonia. We are operating a global marketplace specialised in intermediation of business loans and property-backed loans issued via the main loan originators, crowdlending and real estate crowdfunding platforms from all around the world.
These Terms of Service set out the terms and conditions under which you may use the Website. When you register as a User by submitting a relevant application, you confirm that You have examined these Terms of Service in full, understand them and agree to the terms and conditions set out herein. If you do not wish to be bound by these Terms of Service, please refrain from using our Website immediately.
You agree that we will treat your use of the site as acceptance of the Terms of Service including your continued use subsequent to any changes being posted on the Website. We may revise these Terms of Service at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. If we make any material changes, we will notify you by email.
DEFINITIONS USED IN THESE TERMS OF SERVICE
|Assignment Agreement||means an agreement which stipulates the transferring of the Claim.|
|Bank Account||means payment account with a credit institution founded in a state which is in the European Economic Area or with a branch of such credit institution opened in a state which is in the European Economic Area.|
|Borrowers||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 (registry code: 14756307; address: Männimäe/1, Männimäe/1, 74626), Estonia.|
|Business Days||means any day, on which banks in Estonia are operating, except Saturdays, Sundays, and public holidays.|
|Claim||means monetary claim against the Borrower arising from the loan agreements or other similar arrangements which are assigned to third persons via the Marketplace.|
|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.|
|Party/Parties||means either we as Brick and Mortar Digital Assets OÜ or you as the User.|
|Personal Data||means any information relating to an identified or identifiable natural person, inter alia a Project Owner, representative of Project Owner which is a legal person, an Assignee or any other User.|
|Politically Exposed Person||means any individual who is or who has been at any time in the preceding 12 months entrusted with prominent public function (e.g.heads of State, heads of government, ministers and deputy or assistant ministers, senior members of parliament or of similar legislative bodies, senior members of the governing bodies of political parties, senior members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances, senior members of courts of auditors or of the boards of central banks, ambassadors, chargés d'affaires and high-ranking officers in the armed forces, senior members of the administrative, management or supervisory bodies of State-owned enterprises, directors, deputy directors and senior members of the board or equivalent function of an international organisation) and their immediate family members (e.g. a spouse; or a person who is considered as equivalent to a spouse, a child and a child’s spouse or partner; or a parent) and any individual who is known to have joint beneficial ownership of a legal entity or legal arrangement, or any other close relationship, with high officials or any individual who has sole beneficial ownership of a legal entity or legal arrangement that is known to exist for the benefit of a high official.|
|Price List||means the effective price list of Brickfy services published in the Website, which is an integral part of the Terms of Service.|
|Project||means an investment proposal drawn up by a Project Owner and published on the Marketplace.|
|Project Owner||means any person (e.g. a lender) that seeks to obtain funding to its Project.|
|Services||means the Marketplace and other Services provided by us on the Website, as described in these Terms of Service.|
|Service Fee||means a fee indicated on the Price List which you pay to Brickfy Services provided by Brickfy on the Website.|
|Terms of Service||means this agreement of a User to use the Services concluded between each User and the Company.|
|User||means a person registered on the Website as a person who is authorised to use the Services.|
|User Account||means your personal site on the Website, which is automatically created after the registration on the Website and is constantly available to you after entering the e-mail address and password on the Website.|
|Website||means www.brickfy.com operated by Brick and Mortar Digital Assets OÜ.|
2. REGISTRATION ON THE WEBSITE
In order to use our Services, you must be registered as a User.
A legal person can register as a User only through its representative who is a natural person.
While registering or while using the Services, you confirm that you are and will be compliant with the following criteria:
you are at least 18 (eighteen) years old;
you have a Bank Account, and you are authorized to freely handle such account and funds contained therein (if any);
no insolvency procedures have been announced against you;
you have a full legal capacity pursuant to a judgment that has taken effect,
you are not under the influence of alcoholic, narcotic, psychotropic or other intoxicating substances;
all information you have provided on registration or at any time is accurate and complete.
You must inform us if you are a Politically Exposed Person at the time of submitting the registration application. If you become a Politically Exposed Person after submitting the registration application or after the Terms of Service have taken effect, please inform us within 3 (three) Business Days after becoming aware of the fact.
Please be aware that we may refuse the registration of you as the new User on the Website without giving a reason for refusal.
In order to register, we will ask you to submit the following information:
full name, i.e. name and surname;
password of your choice.
After providing the information provided in 2.6 you shall receive an e-mail for confirmation of the registering process.
3. YOUR ACCOUNT AND PASSWORD
To access and use the Account, we will authenticate you by the email address and password you provided. You can change the e-mail address and the password on the Website under the settings of your User Account.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must keep the password in a secure manner and take other necessary measures to prevent the access of the third parties to your Account.
You are aware of and understand that third parties, who have obtained your password, can access the Account and assume obligations on behalf of you. All payments, payment orders, instructions, applications, agreements, as well as other documents confirmed or submitted by the User on the Website after entering the User’s e-mail address and password shall be binding upon you as the User and for us.
The use your Account and password shall be deemed a sufficient evidence for that you have given consent to the transaction or that you have acted fraudulently, or have intentionally or negligently failed to fulfil the duty prescribed in Clause 3.5.
If you know or suspect that anyone other than you know your user identification code or password, you must promptly notify us via e-mail provided on the Website.
We have the right to disable you access to the Website at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service.
4. DUE DILIGENCE AND IDENTIFICATION
We have a legal obligation to identify you, verify your identity and collect certain information from you for the purpose of conducting a due diligence before giving an access to the Services. This is for the purpose of fulfilling the “know your client” (KYC) measures required from us under the applicable laws for preventing money laundering and terrorism financing. If you refuse to provide the required documents and information for KYC, we are not allowed to provide our Services to you.
After the initial login, you will be asked to provide the following information:
personal identification code
date and place of birth
mobile phone number;
place of residence or seat;
proof of residence.
You must electronically submit a copy of your valid personal identification document. We will verify the document either by using an in-house team or an external service provider.
If you are representing a company, then you must provide additional information, including:
the name or business name of the legal person;
the registry code or registration number and the date of registration;
the names of the director, members of the management board or other body replacing the management board, and their authorisation in representing the legal person;
beneficial owner details;
contact details (full address);
actual address, if the actual address is different than the registered address,
We may at any time request additional documents or information from you. We may change the identification process and unilaterally determine any additional requirements for the User identification process. We may collect information about you from other sources if it is necessary for us to fulfil our legal obligations.
5. YOUR MONEY
You can enter into transactions via the Marketplace only on account of funds that you have transferred to us for such purpose before making the relevant transaction or action. Respective part of your User Account reflects the balance of funds that you have transferred to us.
We may impose restrictions or requirements to the minimum or maximum amounts of funds available on the account.
The payment services related to the provision of Services are executed via the payment services provider.
We are entitled not to approve a transaction, if:
you fail to comply with the Terms of Service;
we have suspicions about the identity of the person using the Account, and we have not been able to contact you to confirm the content of the transaction;
the instruction is unclear or distorted due to interruption in communication.
If not otherwise stated in these Terms of Service, you can withdraw the positive balance reflected your Account at any time and in any amount specified by you.
If you wish to transfer the funds from your Account to a different bank account of you, from which you have not previously transferred funds to the Account, you must provide to us all necessary information to make sure that the indicated new account is opened in you name in a credit institution, which is subject to the provisions of Money Laundering and Terrorist Financing Prevention Act.
We are entitled to make deductions from your funds reflected on your User Account in order to ensure that your obligations arising from the Terms of Service and the Assignment Agreement are performed, including for the payment of the Service commission fees.
We will notify the relevant authorities when we become aware that you are involved in any suspicious transactions or using of funds gained through unfair means for the Services. This can lead to freezing all funds on the account, as well as to closing of the account and confiscation of funds.
If suspicions arise about money laundering, terrorism financing, or an attempt at either of these activities via using the Services, we may not register you on the Website, not accept funds from you and/or block access to or close your User Account.
6. PURCHASING CLAIMS
You may purchase the claims and become an Assignee if you have been registered as a User and identified according to the procedure set out in these Terms of Service.
You can purchase the Claims if you have sufficient funds available on your User Account.
The procedure of purchasing the Claims is as follows:
you select the Projects to invest in and the amount for purchasing the Claims;
you will be presented a Summary which indicates the choices you made;
you examine the completeness and accuracy of information included in the Summary;
if you wish to, you may introduce changes in the information included in the Summary.
you confirm the Summary if the information included in the Summary corresponds to your will;
we enable you to examine each Assignment Agreement to be concluded;
you confirm to have read and understood the Terms of Service and the terms of the Assignment Agreement and express the will to conclude the Assignment Agreement.
Upon confirming the information provided in the Summary, expressing the will to conclude the Assignment Agreement, and making the purchase payment for the Claim, your purchase becomes binding and the Assignment Agreement is deemed concluded. The Claim shall be considered as assigned to you on to the conditions set out in the Special Terms immediately as the Assignment Agreement is concluded.
You may purchase all such Claims towards a Borrower offered on the Website that arise from the Loan Agreement, to the full extent or only a part thereof. By purchasing a part of the Claim, you confirm and understand that the Claims are not all of the claims towards the Borrower. We will process the Claim together with such claims of other Users of the Website that arise from the Loan Agreement.
Information about the transactions you have performed on the Website is available for the User on your User Account.
7. YOUR RIGHTS AND OBLIGATIONS
You confirm that you:
not will use the Services for illicit conduct, including fraud and money laundering;
you provide only true information upon registration on the Website and when using the Services;
only use secure means and devices of electronic communications and data transfer;
inform us immediately of any changes to the information that you provided when registering by updating your personal details;
exercise decency and observe universal moral standards when using the Services.
By concluding these Terms of Service, you assure that you are capable of making decisions on purchases of Claims and concluding Assignment Agreements. You are aware of risks deriving from such service, including the potential default of the Borrower(s). Please read Chapter 9, which provides an overview of the potential risks related to the Services.
You must ensure that you have transferred enough funds for performing payments. If the funds are insufficient, we will not execute the payment and/or transaction. We are not liable for losses, which you might suffer in this regard.
You understand and are informed that we have an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore we, in the scope of the Assignment Agreement, shall disclose only a limited content information about the Borrower that shall not in any way identify the Borrower neither directly, nor indirectly. You shall not request us to disclose such confidential information about the Borrower and shall not make any complaints against us and the Borrower in this regard.
You must act in good faith when using the Services and take the rights of other Users into account. You must not use the Services for the purpose of causing harm to other Users, to us or for other purposes that are against good morals or good faith.
8. PAYMENT FOR SERVICES
We may collect Service Fee and other payments for the Services pursuant to the Price List, if applicable.
We may withdraw the Service Fee from your funds which you have transferred to us without additionally coordinating it with you. We will withdraw the Service Fee only after funds from the Borrower accrue to us pursuant to the Assignment Agreement.
The payment obligation shall be fulfilled at the moment when the payment amount is transferred into the account of the payment recipient.
You are aware of and understand that pursuant to the taxation laws and other regulatory enactments applicable taxes must be paid for the income that they you earn in relation to the Claim. We will deduct taxes, dues, and other mandatory payments pursuant to the laws of the Republic of Estonia from the funds to be disbursed to the User, if such requirements exist under applicable laws. You shall be fully responsible for paying all taxes arising from your Claim pursuant to the laws of the Republic of Estonia or from your country of residence.
9. RISK WARNING
Before deciding to use the Services, you must acknowledge that it may include taking of financial risks. If you doubt whether our Services are suitable for you, you should ask for independent financial, professional or specialist advice before taking, or refraining from any action on our Website.
You should carefully consider whether the Projects listed on our Marketplace are suitable for you considering your knowledge and experience in financial and business matters, investment objectives, financial means and the risks that you are prepared to take. We recommend that you carefully read through and consider all the materials that are made available about the Project.
You alone bear the responsibility for evaluating any potential risks related to the acquisition of the Claim, including risks related to the fulfilment of the Loan Agreement, repayment and bankruptcy of the Borrower.
We do not provide any financial advice. We shall not be responsible for possible commitments arising from laws that you might have as a result of transactions concluded while using the Services.
You are liable for all losses incurred as a result of unauthorized conduct, if you have acted illicitly or have on purpose or due to gross negligence breached the duty to keep your password disclosed from the third parties or have enabled the access to your Account in other ways.
If we have acted illicitly and you suffer losses, we shall reimburse all direct losses inflicted upon you. The extent of damages is restricted with the amount of funds reflected on your Account at the time when the losses were incurred.
You are aware and confirm that we are not responsible for the accuracy and completeness of information provided by the Borrower and/or Loan Originator.
We are not liable for any losses that you have or may suffer as a result of using the Services or purchasing Claims, including:
if you have failed to observe the Terms of Service;
as a result of illicit conduct of third parties until the moment when the access to the Account is blocked;
due to interrupted communications and other interruptions or obstacles that we have no control over;
if your access to the Account has been blocked;
due to the Borrower infringing the Loan Agreement or the Borrower’s illicit conduct;
due to the performance or delayed performance of your commitments arising from the Assignment Agreement.
Where the Website links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. The inclusion of any links or links to other websites does not mean that we promote, guarantee, ensure or recommend them. We do not guarantee the accuracy of any information provided through a link.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
We do not guarantee that the Website will always be accessible or usable without any interruptions or delays. We are not liable for any damage and/or prejudice and/or profit not earned by you or any other third party prejudiced as a result of any such suspension of Services.
The Parties are not deemed responsible for failure to fulfil their respective obligations if the non-fulfilment has occurred due to reasons that are independent on the Parties’ will and have resulted from force majeure circumstances. Force majeure means that the Parties could not have predicted or affected the circumstances, including power outages, regulatory enactments adopted by institutions of the Republic of Estonia or the European Union, strikes, military activity, natural calamities, or other circumstances, which the Parties could not have prevented or predicted. A Party may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it in order to fulfil the obligations prescribed in the Terms of Service or Assignment Agreement. Once the force majeure circumstances have been prevented, the Party must immediately resume the performance of its duties.
We are not responsible for any losses incurred due to interrupted service of mail, facsimile, electronic or other means of communication, as well as technologies ensuring the respective services, including, but not limited to, interrupted service of means of communication, interruptions in the functioning of the Website, electronic data exchange and payment system of credit institutions (incl. online banking).
11. TERMINATION OF THE AGREEMENT
We are entitled to restrict your access to the Services and/or terminate the Terms of Service and delete your User Account without a warning, if:
you breach the Terms of Service or the Assignment Agreement or otherwise illicitly use the Services;
you have provided false or misleading information or counterfeit documents;
if we have a reason to believe that you are or attempt to be involved with money laundering and/or terrorism financing.
We may unilaterally delete your Account by sending a notice to your e-mail at least 10 (ten) Business Days in advance. We assume that you will receive the notification within two (2) business day and since then you are forbidden to conclude new Assignment Agreements, purchase new Claims, or use the Account. In this case, we will manage all your purchased Claims before the unilateral termination of your Account in compliance with the present Terms of Service and the Assignment Agreement.
You are entitled to request that your Account is deleted. The Account will be terminated on the condition that you do not hold any Claims. If you wish to delete the Account and terminate the Terms of Service, send an e-mail to us or fill in the relevant notification on your Account. After deleting your Account, we will transfer all your funds you have transferred to us to your Bank Account no later than within 3 (three) Business Days after deleting your Account.
12. CONDUCT IN CASE OF OUR INSOLVENCY
If we become insolvent, the conclusion of new Assignment Agreements on the Website shall be immediately terminated. All your funds shall be returned to you.
If we become insolvent, we will give you information from the database of the Website about the transactions you have concluded.
Our insolvency shall not affect the legal relations deriving from the Assignment Agreements concluded via the Marketplace.
In case of our insolvency, we shall take all the necessary steps so that a third party takes over the administration and management of all Claims, about which we will give you a prior notification.
13. CONDUCT IN CASE OF OUR INSOLVENCY
These Terms of Service and other circumstances, actions and transactions relating to the use of the Website are governed by Estonian law.
All disputes between the parties relating to the use of the Services will be endeavoured to be resolved by way of negotiations. In case of failure of negotiations, such disputes are resolved in the Harju County Court in the Republic of Estonia, if not otherwise stated in these Terms of Service or any Loan Document or Assignment Document.
14. FINAL PROVISIONS
If the representation of the numbers in words in the text of the Terms of Service differs from the representation in numbers, the representation of the numbers in words shall prevail.
In case of discrepancy between the Terms of Service in different languages, the text in English shall be deemed as correct.
The content of the Website is protected by copyright. You agree not to copy, download, save, reproduce, print or otherwise process, whether in part or in full, the content of the Website without our prior written consent. You may print or save the content of the Website in the necessary extent for personal use if it is reasonably necessary to use the Services.
You may not link to this Website without our prior written permission.
We are entitled to unilaterally amend the Price List at any time, including to determine new commission fees and grant discounts from commission fees indicated on the Price List. Information about changes in the Price List is available on the Website. Information about changes in the Price List is sent to your e-mail at least 10 (ten) days in advance.
Information made available in the Website is not intended to be delivered to or used by persons in any jurisdiction in which it is not permitted or in which its permissibility is restricted by law or other regulations.