United Kingdom (Investly Ltd) General terms of invoice discounting

Sales and Purchase Terms – Part A

1 Using the Platform and Investly's liability

1.1 These terms in Part A apply to any registered User's use of the Platform and set out the terms applicable making either a Sales Offer or a Purchase Offer. They also explain how our Auction works, the Platform Operator's role and how a legally binding contract is formed between Users under the Invoice Discounting Agreement. Part B sets out the particular terms between Users who sell and buy Invoices, and form the Invoice Discounting Agreement.

1.2 The Invoice Seller shall pay for the services provided by the Platform Operator in accordance with the applicable Price List.

1.3 Please be aware that Investly makes the Platform available to Users, but there is no guarantee of selling or purchasing invoices given and Investly shall have no liability if an Auction is unsuccessful and no Investor acquires the Claims offered for sale by an Invoice Seller.

1.4 Neither the Investor nor the Platform shall be liable for any disputes related to the Claims or the costs related thereto, or for any deficiencies or breaches related to the delivery of goods or provision of services.

1.5 The Platform shall make available to all the Users certain information relating to the Invoice Seller, including the number and amount of the financed Invoices.

1.6 The Platform shall have no responsibility for the accuracy of any information submitted by Users.

1.7 The Platform does not provide legal advice and does not offer any legal analysis of the Invoices and other documents submitted by the Invoice Seller and shall not be liable for consequences arising therefrom. The Invoice Seller shall be responsible for the settlement of disagreements arising from the Invoice and the Invoice Discounting Agreement.

1.8 The Platform shall have the right, but not the obligation, to verify the accuracy of the Invoice and the existence of the Claims and analyse the financial statements at the expense of the Invoice Seller in accordance with these Terms of Use.

2 Definitions

2.1 In these Terms of Use, we use various defined terms which are as follows:

"Accept" or "Acceptance"

the process for Investly to verify and accept Invoices for sale on the Platform, set out in paragraph 4 of Part A.

"Agreement Fee"

a fee payable by the Invoice Seller to the Platform for the conclusion of an Invoice Discounting Agreement via the Platform (including for the verification and Acceptance of the Invoice covering the Claims).

"Auction"

a procedure performed with the participation of Users in Investly for concluding an Invoice Discounting Agreement between the Users, in the course of which Invoice Discounting Agreements are formed between the Invoice Seller who initiated the relevant Auction and the Investor(s) who made the best offer(s) in conformity with the Auction terms and conditions.

"Auction Period"

the period during which a Sales Offer is open for Acceptance for Investors (as set by the Invoice Seller in the Sales Offer and as may be extended by Investly pursuant to paragraph 11.6.

"Automatic Purchase"

means a re-purchase of an Invoice in accordance with paragraph 25.2.

"Claims"

financial claims for payment arising from the Contract and indicated on the Invoice, which the Invoice Seller assigns to the Investor(s) at a discount subject to the terms of the Invoice Discounting Agreement.

"Buyer"

a recipient of goods or services indicated on the Invoice, to whom the Invoice Seller delivered goods or provided services and who is obliged to pay the Invoice issued to it by the Invoice Seller under the Contract.

"Contract"

a contract for the sale of goods or the provision of services concluded between the Invoice Seller and the Buyer, on the basis of which the Invoice Seller procures, mediates or sells goods or provides services to the Buyer, including a confirmed order and/or correspondence in which the Buyer and the Invoice Seller have achieved an agreement on the material terms and conditions of the sale of goods or the provision of services, including the price.

"Credit Limit"

the maximum aggregate amount set by the Platform Operator for a particular User in accordance with these Terms of Use, up to which the Invoice Seller may at any time have financed Invoices and assigned Claims through the Platform.

"Dispute"

any dispute with regard to the Claims, including without limitation the Buyer's non-acceptance of goods or services, the submission of a counter-claim or set-off of accounts, and third persons' rights to the claim;

"E-mail"

the e-mail address of the User that the User has disclosed upon registration in Investly, via which Users can receive communications from and to the Platform Operator when using the Platform;

"Investor"

a private person who is at least 18 years of age, a legal entity who has been approved by the Platform Operator to use the Investly e-service environment who has (a) submitted a Purchase Offer through Investly, or (b) concluded Invoice Discounting Agreements as an acquirer of claims arising from an Invoice and the underlying Contract.

"Invoice"

a payment document issued to a Buyer for the fulfilment of a financial obligation for the sale of an item or the provision of a service pursuant to a Contract entered into by the Invoice Seller in its economic or professional activities, which documents the existence of the Invoice Seller's financial claim against the Buyer.

"Invoice Amount"

the price of goods and services indicated on the Invoice by the Invoice Seller (inclusive of VAT), which the Buyer is obliged to pay to the Invoice Seller under the Contract.

"Invoice Conditions"

means the requirements an Invoice must meet in order to be Accepted for sale on the Platform, as set out in paragraph 4 of Part A.

"Invoice Discounting Agreement"

a factoring agreement concluded between the Invoice Seller and the Investor(s) on the Platform as a result of an Auction by making a Sales Offer and a successful Purchase Offer, under which the Invoice Seller assigns, for a fee, the Claims arising from the Contract indicated on the relevant Invoice to the Investor(s) who is/are a counterparty to the applicable agreement.

"Invoice Financing Period"

the period consisting of the number of days remaining in the repayment term of an Invoice from the date of the end of Auction until the Repurchase Date;

"Invoice Seller"

a legal person registered in Estonia or in United Kingdom, who has made a Sales Offer or concluded an Invoice Discounting Agreement via Investly.

"Maximum Payment Term"

the maximum term for repayment of an Invoice which is submitted under a Sales Offer, which may not be more than the period set out in paragraph 4.9 of Part A.

"Minimum Invoice Amount"

the minimum amount owing under an Invoice which is submitted under a Sales Offer, which must be equal to or more than the amount set out in paragraph 4.9 of Part A.

"Platform Operator"

Investly Limited, a company registered in England and Wales under registration number 08966482, address 65 London Wall, London EC2M 5TU, e-mail support@investly.co.

"Price List"

a list of agreement fees and other payments payable to the Platform for services, available on the homepage at investly.co/pricing/ and https://www.investly.co/help .

"Purchase Offer"

acceptance of a Sales Offer by a User via the Platform made in the form set out in Annex 2 and in accordance with these Terms of Use.

"Representative"

a legal representative of the Invoice Seller or Investor, who has a legal right to represent the specific legal person, including the right to conclude Invoice Discounting Agreements on behalf of the legal person.

"Repurchase Date"

the last day of the Repurchase Term.

"Repurchase Obligation or recourse"

the Invoice Seller's obligation to repurchase the Claims assigned to an Investor pursuant to the terms and conditions stipulated in the Invoice Discounting Agreement.

"Repurchase Price"

a fee, which the Invoice Seller is obliged to pay the Investor(s) for the re-assignment of the Claims upon the arrival of the Repurchase Obligation.

"Repurchase Term"

a term, in days, set out by the Invoice Seller in the Sales Offer, during which the Buyer is obliged to pay the Repurchase Price to the Investor(s) who make a successful Purchase Offer.

"Sales Offer"

an offer made by a User via the Platform for the conclusion of an Invoice Discounting Agreement in the form set out in Annex 1 and subject to these Terms of Use.

"Sales Price"

the price determined in the course of the Auction, in consideration of which the Invoice Seller shall assign the Claims arising from the Contract indicated on the Invoice to the Investor(s) who made the winning offer(s).

"User"

a natural or legal person who has registered as a user of the Platform at investly.co.

"User's Bank Account"

a bank account from which a verification payment is made after User registration and which will be designated as the User's primary bank account to which the User can perform withdrawals from the Investly account when funds are available and all the requireme nts met.

"User's Investly Account"

the User's personalised account that is administered by the Platform Operator, which is used for submitting Sales and Purchase Offers, Invoice Discounting Agreements and keeping account of transactions made on the basis of the User Agreement, Invoice Discounting Agreements via Investly, including upon the payment of purchase amounts and fees by the Investor and the payment thereof to the Invoice Seller, and to and from which the relevant User makes payments.

"Working Day"

a calendar day that is not a Saturday, Sunday, national holiday or public holiday in the UK.

3 Credit limits on the Platform

3.1 Where you wish to sell Invoices via the Platform, you are asked to provide certain information to us. On the basis of the data submitted by you, the Platform shall determine your Credit Limit. If, at the point of submission of a Sales Offer, a Users' balance of the Credit Limit is lower than the Invoice amount offered by the Invoice Seller in the Sales Offer, the Invoice Seller shall be prevented from submitting the Sales Offer and it shall not be Accepted until the Credit Limit becomes equal to or greater than the Invoice amount as a result of the Invoice Seller satisfying other Invoice Discounting Agreements. The verification of the Credit Limit balance of the Invoice Seller is mandatory before the beginning of every Auction.

3.2 The Credit Limit shall be available for the Invoice Seller to use until the date established by the Platform or until the moment when the Platform Operator give notice of closing the Credit Limit. The Platform shall periodically review the terms and conditions of use of the Credit Limit and the Platform shall have the right to reduce or close the Credit Limit at any time or to refuse from further offering the financing of the Invoices submitted by the Invoice Seller via the Investly Platform. The Platform shall notify the Invoice Seller of the reduction or closure of the Credit Limit.

4 Invoice Conditions – Buyer and invoices

Conditions applicable to the invoice counterparty (known in these terms as 'the Buyer')

4.1 A precondition to financing an Invoice via the Investly Platform is the submission of at least the following documents and data to the Platform:

(a) Details of the Invoice to be financed (which must meet the Invoice Conditions set out below);

(b) the Buyer's confirmation of the Invoice concerning the correctness and acceptance thereof for payment (confirmation by e-mail is acceptable);

(c) provision to the Platform of the Buyer's functioning e-mail address.

4.2 Before making a Sales Offer, an Invoice Seller shall submit via the Platform an application for the entry of the respective Buyer in the List of Buyers together with such details about the Buyer as the Platform may require (these details will include business name/name, location/place of residence, e-mail address and telephone number) and documents certifying a previous relationship (e.g. a framework contract, previous contracts, orders etc.). The Platform shall notify the Invoice Seller of the entry of the Buyer to the List of Buyers or refusal therefrom within three (3) Working Days from the receipt of the application. The Platform's decision shall be final.

Invoice Conditions

4.3 Sales Offers may only be made for Invoices which have been issued in Pounds Sterling by the Invoice Seller.

4.4 The contractual terms between the Invoice Seller and the Buyer must not restrict the assignment of the invoice to a third party.

4.5 The Buyer must not have set-off claims against the Invoice Seller (whether at the moment of submission of the Sales Offer, during the period the Sales Offer is open for acceptance by Investors, or during the term of the relevant Invoice Discounting Agreement) and the Buyer must not have delayed in the payment of previous invoices from the Invoice Seller by more than 30 (thirty) calendar days within the 12 (twelve) months prior to the Invoice being presented for sale through the Platform.

4.6 The Invoice shall be correctly entered in the Platform by the Invoice Seller and a copy of the Invoice shall be uploaded.

4.7 The Invoice shall conform with applicable law and contain the following details:

(a) a reference to the Contract;

(b) the date of issue of the Invoice;

(c) the payment term and due date of the Invoice which must not exceed the Maximum Payment Term (defined below);

(d) the amount of the Invoice, which must be equal to or exceed the Minimum Invoice Amount (defined below);

(e) the currency of the Invoice, which shall be pounds sterling; and

(f) the delivery terms and the place of delivery of goods or provision of services.

4.8 The Minimum Invoice Amount shall be £500 (five hundred pounds) and the Maximum Payment Term shall be 180 (one hundred and eighty) days from the date of issue of the Invoice.

4.9 The Invoice shall be presented in written reproducible format, and must not have deleted, crossed out or added handwritten information (except for the signature of the issuer of the Invoice and, if necessary, the signature of the receiver of the goods or services authorised by the Buyer).

4.10 The issue of the Invoice and the submission of the Invoice for financing via Investly before the delivery of the goods, the fulfilment of the delivery terms or the actual provision of the services shall not be allowed, except upon prior agreement with the Platform Operator.

4.11 The Platform shall have the right to refuse to Accept an Invoice for financing in its sole discretion including, but not limited to the following cases:

(a) the due date indicated on the Invoice is 14 (fourteen) or fewer calendar days away as at the moment of the submission of the Invoice to the Platform by the Invoice Seller;

(b) the Invoice has been issued on the basis of instalments or with a payment schedule;

(c) the Buyer or the Invoice Seller has notified the Investor or the Platform of the amendment and/or termination of the Contract;

(d) the Invoice Seller or the Buyer do not or have not fulfilled the obligations assumed under the Contract;

(e) the Invoice Seller fails to submit documents certifying the delivery of goods or the provision of services or other documents related to the Claim upon the request of the Platform;

(f) insolvency or bankruptcy proceedings have been initiated against the Invoice Seller or the Buyer;

(g) the Invoice Seller or the Buyer has passed a resolution to discontinue the activities of the company;

(h) the Invoice Seller or the Buyer is merged, divided or restructured;

(i) the Invoice Seller or the Buyer appears on the HM Revenue and Customs list of deliberate tax defaulters (https://www.gov.uk/government/publications/publishing-details-of-deliberate-tax-defaulters-pddd);

(j) according to data obtained from one or more credit reference agencies or any other reliable source, the Invoice Seller or the Buyer has failed to fulfil obligations arising from credit or security contracts towards credit or financing institutions;

(k) the directors, management board, executive management or circle of owners of the Invoice Seller and the Buyer includes the same persons or close relatives of the same persons;

(l) the Invoice Seller and the Buyer are a parent company, subsidiary or associated company or the Invoice Seller has common interest with the Buyer due to a controlling holding in the latter (control for this purpose being a 10% interest in the shares or voting power in the Buyer);

(m) the Platform has learnt of circumstances which give rise to the Platform's reasonable doubts about the possibility of fulfilment of the obligations arising from the Contract indicated on the Invoice, including the adherence to the payment discipline by the Invoice Seller or the Buyer.

5 Verification of appropriate invoices and Acceptance

5.1 Before making a Sales Offer the Invoice Seller shall first submit an application for Acceptance of the Invoice (the "Application") confirmed with the Investly password, submitting the documents and data specified in paragraph 4.1 above and specifying the following:

(a) the amount and number of the Invoice;

(b) the name of the Buyer (i.e. the receiver of the Invoice);

(c) the end date of the Auction;

(d) the due date and the issue date of the Invoice; and

(e) the due date of Automatic Repurchase.

5.2 If the Buyer's written confirmation of the correctness and acceptance for payment of the Invoice has not been annexed to the Application submitted by the Invoice Seller, the Platform shall contact the Buyer and obtain the respective confirmation from the Buyer by telephone or e-mail or in digitally signed format.

5.3 If the Platform determines that the Invoice or the documents annexed thereto do not meet the Invoice Conditions or if Investly, in its sole discretion considers the Invoice to be unsuitable for invoice discounting, the Platform shall not Accept the Invoice and the Invoice Seller may not submit the relevant Invoice for sale via the Platform. If Investly fails to accept an Invoice, the Platform shall give notice thereof to the Invoice Seller and, on the Invoice Seller's request, provide an explanation of the applicable deficiencies with the Invoice. If it is possible for the deficiencies to be remedied, the Invoice Seller may resubmit the Invoice. In certain circumstances Investly may Accept an Invoice for sale via the Platform provided the Invoice Seller's obligations (including the Repurchase Obligation) are guaranteed (see paragraph 9 below).

5.4 By submitting an Application for Acceptance of an Invoice, the Invoice Seller agrees that the Platform may perform a verification of the Invoice.

5.5 In the course of Acceptance, the Platform shall recommend the Maximum Interest and the Minimum Sales Price for the respective Invoice for agreement by the Invoice Seller. The Platform may also at its sole discretion alter the end date of the Auction in the course of Acceptance.

Provision of further information

5.6 The Invoice Seller shall submit all the documents related to the Contract (including the Contract, the delivery notes, transport and insurance documents, customs declarations etc.) within five (5) Working Days from the receipt of the respective request from the Platform. The Platform shall not carry out a legal analysis of the submitted documents and shall not be responsible for the consequences arising from the use thereof.

5.7 The Invoice Seller shall submit its latest annual report to the Platform within ten (10) Working Days of a request from the Platform Operator. All the documents submitted by the Invoice Seller shall comply with the laws and accounting rules and practices of the country of location of the Invoice Seller.

5.8 Upon the request of the Platform, the Invoice Seller shall disclose information about its financial standing, business activities and the continued fulfilment of other terms and conditions and obligations arising from the Invoice Discounting Agreement in writing within five (5) Working Days from the receipt of the respective request from the Platform.

THE AUCTION PROCESS

6 Making a Sales Offer

6.1 Invoice Discounting Agreements can only be entered into as a result of Auctions via the Platform.

6.2 A Sales Offer shall be made in written format using the form set out in Annex 1 and must attach a copy of the Invoice, the Buyer's confirmation of the Invoice, the details of the Buyer and the Invoice, and the payment terms and conditions.

6.3 In order to initiate an Auction, following Acceptance in accordance with paragraph 5 above, the platform shall set out in the Sales Offer the Maximum Interest and the Minimum Sales and the end date of the Auction for Seller to approve.

6.4 If the Investors do not make Purchase Offers in the Auction that meet the Minimum Purchase Price, the Auction shall be deemed as failed and no Invoice Discounting Agreements shall be entered into as a result of that Auction.

6.5 Each Sales Offer shall be deemed as a binding offer (the "Offer") to all the Investors. After the Invoice Seller has confirmed the Sales Offer by entering the Investly password, the Platform shall confirm the Sales Offer matches the Accepted Invoice and if the Invoice is Accepted, the Platform shall launch an Auction, which shall last until the date specified in the Sales Offer.

6.6 In the course of the Auction, the Platform shall not disclose to the Investors the date of birth or the exact address of the Representative, the bank account statement of the Invoice Seller, the personal data of the Invoice Seller's creditors (except the details of the Buyer), amounts or unit prices on the invoice.

6.7 In the course of the Auction, the Platform may disclose to the Investors all information about the Invoice which the Invoice Seller has disclosed, except for the data specified in paragraph 6.6 above.

6.8 Every User shall see the Purchase Offers made in real time, including the highlighted Purchase Offer that would be the winning offer if the Auction were to end at that moment of time.

7 Sales prices and interest

7.1 The maximum interest of the Invoice Discounting Agreement to be entered into the Auction, i.e. the fee for financing the Invoice and using the funds (the "Maximum Interest") shall be agreed in the Sales Offer with the Invoice Seller.

7.2 The Maximum Interest will be the maximum annual interest established by the Platform in the course of Invoice Acceptance and which the Invoice Seller agrees to offer the Investor(s) for financing the Invoice pursuant to the Sales Offer.

7.3 The Minimum Sales Price is the minimum price calculated by the Platform during Acceptance and confirmed by the Invoice Seller in the Sales Offer, below which the Invoice Seller shall not assign the Claims arising from the Contract indicated on the Invoice. The Minimum Sales Price is calculated by the Platform using the following formula:

Minimum Sales Price = (Invoice amount – Agreement Fee, incl. VAT) / (1 + Maximum Interest / 365 * Invoice Financing Period)

7.4 The Invoice Financing Period shall be the number of days from the end of the Auction until the Repurchase Date.

7.5 As a result of the Purchase Offers made by the Investors in an Auction, the final interest may decrease in the course of the Auction and fall below the Maximum Interest established by the Invoice Seller upon initiating the Auction and thus the final fee for the assignment of Claims (the "Sales Price") may rise in the course of the Auction above the Minimum Sales Price on the basis of the final interest determined in the course of the Auction (the "Interest").

7.6 The Interest is the annual interest determined in the course of the Auction, for which the Investor(s) finance the Invoice and which determines the final fee for the assignment of the Claims (the Sales Price) for which the Investor(s) acquire the Claims arising from the Contract indicated on the Invoice from the Invoice Seller.

7.7 Upon financing an Invoice, interest shall not be charged on the Agreement Fee payable to the Platform by the Invoice Seller (see the formula in paragraph 7.3).

7.8 The Interest shall be presented with the accuracy of one decimal point both by the Invoice Seller in the Sales Offer upon initiating the Auction and by the Investors upon making Purchase Offers in the Auction.

8 Making a Purchase Offer

8.1 Investors shall be able to make Purchase Offers in the course of the Auction by specifying the offered purchase amount (the "Purchase Amount") and the offered minimum Interest (the "Minimum Interest"). On the basis of the Minimum Interest, the Platform shall automatically calculate the corresponding maximum sales price for the Claims (the "Maximum Sales Price") at which the Investor wishes to acquire all or a part of the Claims in the extent of the Purchase Amount.

8.2 The Purchase Amount is the amount specified by the Investor in the Purchase Offer, for which the Investor wishes to acquire all or a part of the Claims from the Invoice Seller.

8.3 The Minimum Interest or the return on the investment is the minimum annual interest specified by the Investor in the Purchase Offer, for which the Investor agrees to finance the Invoice fully or partly in the extent of the Purchase Amount during the Invoice Financing Period.

8.4 The Maximum Sales Price is the maximum price, for which the Investor wishes to acquire the Claims fully or partly in the extent of the Purchase Amount. The Maximum Sales Price is determined upon the calculation of the Minimum Interest for the Invoice Financing Period on the basis of the following formula:

Maximum Sales Price = (Invoice amount – Agreement Fee, incl. VAT) / (1 + Minimum Interest / 365 * Invoice Financing Period)

8.5 The Minimum Interest specified by the Investor in the Purchase Offer shall be lower than or equal to the Maximum Interest established by the Invoice Seller for that Auction. The Purchase Amount offered by the Investor shall be at least ten (10) pounds.

8.6 Making a Purchase Offer in an Auction shall be deemed acceptance of the respective Sales Offer (the 'acceptance') on the condition that the given Purchase Offer proves to be the winning offer of the Auction, considering the methods for determining the results of the Auction stipulated in paragraph 9 below and the Sales Price, Interest and Penalty Payment determined as a result thereof. A Purchase Offer shall be effective when a User submits their Purchase Offer and confirms their Investly password which is equivalent to the User's signature. Once the password is confirmed, the Purchase Offer shall remain valid and binding for the Investor who made the Purchase Offer until the end of the respective Auction after all the Invoice Discounting Agreements have been concluded or when, according to the methods for determining the Auction results as stipulated in paragraph 9 below, better binding Purchase Offers have been made than the respective Investor's Purchase Offer at least in the extent of the Sales Price determined in the course of that Auction.

8.7 In order to make a Purchase Offer, the Investor making the offer shall need to have unreserved funds in the extent of the offered Purchase Amount on their Investly account (and to the extent such funds are not available, the Investor may not submit the Purchase Offer). Upon a Purchase Offer being made, the offered amount shall be reserved on the Investly account of the Investor who confirmed the Purchase Offer with their Investly password.

8.8 The User shall not be able to use the reserved amount to make new Purchase Offers or transfer it from their Investly account, except to the Investly account of the Invoice Seller upon entry into an Invoice Discounting Agreement on the basis of the respective Purchase Offer. This restriction (and the reservation on the account) shall expire if the Auction ends without the Invoice Seller entering into an Invoice Discounting Agreement with the Investor who made the respective Purchase Offer and after expiry, the Investor shall be free to use the funds as it sees fit. Investors may not alter or withdraw their submitted Purchase Offers during the Auction. An Investor's Purchase Offer shall be binding for the Investor from the moment they have confirmed it with the Investly password.

9 Special provisions for Surety Factoring

9.1 Where, though the Acceptance process described in paragraph 5 above, the Invoice Seller is required to provide a guarantor, the Platform may accept an Invoice for sale in the Platform in accordance with this paragraph.

9.2 The Invoice Seller shall procure that its guarantor shall register as a User of the Platform and the guarantor shall execute a guarantee (in the form provided by Investly) and provide a copy to the Platform no later than the end of the Auction. The guarantee may be signed digitally or by hard copy. Hard copy guarantees shall be sent to the Platform Operator's postal address 65 London Wall, London EC2M 5TU.

9.3 The User acting as guarantor shall also be required to provide confirmation of their identity to Investly before the end of the Auction at the latest.

9.4 In the event that the User acting as guarantor has not submitted a signed guarantee to the Platform in a form acceptable to the Platform or has not provided sufficient evidence of their identity to the Platform of their person by the end of the Auction at the latest, the Auction shall be deemed as failed.

10 Special provisions for Secured Factoring

10.1 Where requested by the Platform as part of the Acceptance process, it shall be possible to enter into an Invoice Discounting Agreement secured by the granting of security over assets, such as a mortgage or other legal charge and such intention shall be noted on the applicable Sales Offer.

10.2 Before the end of the Auction at the latest, the User acting as surety or the Invoice Seller shall establish a security in favour of the Platform in a form acceptable to the Platform to secure the claims arising from the Invoice Discounting Agreement(s) to be signed between the Invoice Seller and the Investor(s).

10.3 The costs related to establishing the security (including any legal fees) shall be covered by the Invoice Seller.

10.4 In the event that the User acting as surety or the Invoice Seller has not established the security by the end of the Auction at the latest, the Auction shall be deemed as failed.

11 Creating the legal agreement to buy/sell invoices

11.1 The Invoice Discounting Agreement shall be deemed automatically entered into as of the end of the Auction between the Users who the Sales Offer and the Purchase Offer(s) that won the Auction.

11.2 The Platform shall register all the Purchase Offers made in the Auction in chronological order. The time provided by the Investly system shall be decisive.

11.3 Purchase Offers shall be ranked on the basis of the Minimum Interest and the Purchase Offer with the lowest Minimum Interest shall be deemed better than the others. In the event that the Minimum Interest of two or more Purchase Offers is equal, the offers shall be ranked on the basis of the time of making the offers, the earlier offer being ranked before the later offer(s). A Purchase Offer or Purchase Offers shall be deemed as successful, if the Purchase Amount thereof at least partly satisfies the Sales Price upon adding up the Purchase Amounts offered in the Purchase Offers ranked in such a manner as described above. The Users who have made the respective Purchase Offers shall be deemed as successful Investors.

11.4 An Invoice Discounting Agreement shall be deemed as entered into on the basis of the Sales Offer and the Purchase Offers ranked on the basis of the offered Minimum Interest (and chronologically, if necessary) as described in paragraph 11.3 so that an Invoice Discounting Agreement shall be first entered into with the Investor who made the best Purchase Offer and thereafter with the Investor who made the second best Purchase Offer. The total of Purchase Amounts of the Invoice Discounting Agreements entered into on the basis of one Sales Offer shall be at least equal to the Minimum Sales Price and shall not be higher than the Invoice amount, less the Agreement Fee, including VAT. If more Purchase Offers have been made than are required to fulfil a single Invoices' Sales Price, then the Investor who made the last ranked Purchase Offer (applicable to that Sales Price) shall only be required to contribute part of the Purchase Amount of the respective Purchase Offer so that the total of the Purchase Amounts of all the Invoice Discounting Agreements entered into on the basis of one Sales Offer is equal to the Sales Price as at the end of the Auction.

11.5 In the event that more than one Purchase Offer wins the Auction and the Minimum Interest offered in the respective Purchase Offers is different, the Invoice Discounting Agreements shall be entered into with the same interest as the highest Minimum Interest offered in the winning Purchase Offers (i.e. the interest of all the winning Purchase Offers shall be raised to the same level as the highest Minimum Interest offered among the winning Purchase Offers).

11.6 In the event that the total of the Purchase Amounts of the Purchase Offers made by the end of an Auction is lower than the Minimum Sales Price, the Auction shall be deemed as failed, the Sales Offer and the Purchase Offers as terminated and no Invoice Discounting Agreements shall be entered into on the basis of the Sales Offer. If no Claim assignment took place due to the failure of the Auction, the Platform may re-record the Invoice on the Platform or extend the Auction period on notice to the Invoice Seller and Investor(s).

11.7 At the end of the Auction, the Platform shall notify all the Investors who participated in the Auction of the result of the Auction, indicating the winning Investors of the Auction and the offers between whom and on the basis of which the Invoice Discounting Agreements were entered into. The Platform shall only disclose to other Users the usernames of the winning Investors and the Purchase Amounts and Minimum Interest offered.

11.8 The Platform shall transfer the funds reserved on the basis of the respective Purchase Offers on the Investly accounts of the Investors who won the Auction to the Investly account of the Invoice Seller after the end of the Auction. By making a Purchase Offer, the Investors grant the Platform the authorisation to make this transfer.

11.9 At the end of the Auction, the Platform shall immediately make the Sales Offer confirmed by the Invoice Seller with the Investly password available to every Investor who won the Auction, and the Purchase Offers confirmed by the winning Investors with the Investly password available to the Invoice Seller.

11.10 At the same time, the Platform shall make available to the Invoice Seller the confirmation of the official results of the Auction with regard to every offer that won the Auction in written reproducible format, indicating the name of the Invoice Seller and its Representative, the name(s) of the Investor(s), the time and/or code of the registration of the respective Purchase Offer(s), the offered Purchase Amounts, the offered interest, the date of entry into of the Invoice Discounting Agreement(s) entered into, the Purchase Amount(s) of the Loan Agreements entered into, the final Interest, the final Sales Price, the due date of the Invoice and the due date for the automatic re-assignment of the Claims (the Repurchase Date). The said data shall form an integral part of the Invoice Discounting Agreement(s) and binding for both the Invoice Seller and the Investor. This info also shall simultaneously be available to every Investor who won the Auction in written reproducible format.

12 Assignment of Claims

On payment in full of the Sales Price by the Investor(s) to the Invoice Seller, the applicable Claims (which are the subject of the relevant Invoice) shall be deemed assigned to the Investor(s).

13 Assignment and Notification of assignment of Claims

13.1 As part of making the Sales Offer, the Invoice Seller shall agree with Investly whether the Invoice Seller or the Platform Operator shall be responsible for giving the Buyer first notification of the assignment of their debt.

13.2 Where the Invoice Seller opts to use Investly for such notifications, the Platform shall after the successful end of the Auction automatically send the applicable Buyer notification of the assignment of the Claims to the e-mail address indicated in the Sales Offer and present the data and details of the new creditor(s), i.e. the Investor(s) for the payment of the Invoice to the Investly Account. The Claims shall be deemed as assigned with regard to the Buyer, when the Platform has sent the respective notification about the assignment of the Claims to the Buyer's e-mail. As of the moment of being notified of the assignment of the Claims, the Buyer shall be obliged to make payment of any outstanding amounts indicated on the Invoice together with any applicable value added tax, to the Investor(s) instead of to the Invoice Seller.

13.3 Investly also might request scan and paper copy of signed invoice assignment from the Seller. Once Investly has forwarded the request, Seller is responsible of delivering it to Investly.

13.4 Where the Invoice Seller does not choose to use Investly for notifications, the Invoice Seller shall upon the successful end of the Auction immediately send the Buyer an order by e-mail (with a copy also sent to Investly) to notify the Buyer that any outstanding payments should be sent to a settlement account, providing the following details:

(a) Receiver: Invoice Seller

(b) Settlement account number: 00133213 in Barclays

(c) Sort code: 20-41-41

13.5 Upon receiving the payment from the Buyer to the settlement account, the Platform shall transfer the respective amount to the Investly Account(s) of the Investor(s) who are entitled to receive the respective payment pursuant to the Invoice Discounting Agreement(s).

14 Payment and transfer of Sales Price

14.1 The Investor(s) shall pay the Sales Price for the Claims assigned to the Investor(s) by the Invoice Seller in the amount stipulated in the Invoice Discounting Agreement and with the Interest determined as a result of the Auction.

14.2 Upon entry into the Invoice Discounting Agreement, the Investly Accounts of the Investors who made the successful offers shall be automatically and simultaneously debited by the respective Purchase Amounts within the same Working Day after the successful end of the Auction, and the Investly Account of the Invoice Seller shall be credited by the amount of the Sales Price if the Auction ends before 15:00 on a Working Day. If the Auction ends after 15:00, the amount of the Sales Price shall be transferred to the Invoice Seller within the following Working Day.

14.3 The Invoice Seller shall have the right to transfer the Sales Price from their Investly Account to their Bank Account and to use the respective amount in the Invoice Seller's corporate business activities.

15 Payment of Invoices

15.1 The Platform shall deduct the Agreement Fee payable to the Platform from the Invoice Amount paid by the Buyer. The Platform shall then transfer the remaining amount received from the Buyer to the Investly account(s) of the Investor(s) who are entitled to receive the respective payment under the Invoice Discounting Agreement(s) (i.e. the Platform shall divide and transfer the remaining amount to the Investors' Investly accounts proportionately to the ratio of the Purchase Amount related to the Invoice Discounting Agreement concluded with each Investor to the Invoice Sales Price).

15.2 If the amount paid by the Buyer is not sufficient to pay the Invoice amount, the Platform shall automatically divide the amount paid by the Buyer between the Investors proportionately to the ratio of the Purchase Amount related to the Invoice Discounting Agreement concluded with each Investor to the Invoice Sales Price. The Platform shall have the right to first deduct the Agreement Fee (inclusive of VAT) from the amounts received from the Buyer for the payment of the Invoice.

15.3 In the event of a delay in the payment of the amount indicated on the Invoice, the Investor shall be entitled to interest on the late payment, payable at the Interest rate set during the Auction, interest on the late payment shall be payable by the Buyer in accordance with the Contract or if no interest is stipulated in the Contract, interest shall be payable in accordance with the Late Payment of Commercial Debts Act. The Invoice Seller shall be responsible for paying the Interest to the Investor(s) and if the Interest rate set during the Auction is higher than that set out in the Contract (and recoverable by the Invoice Seller from the Buyer), the Invoice Seller shall pay the difference.

15.4 If (contrary to the order given under paragraph 13.3) the Buyer pays the Invoice Seller for the Claims assigned to the Investor(s), the Invoice Seller shall give immediate notice of the payment to the Platform and transfer the respective amount to the Invoice Seller's Investly account within three (3) Working Days at the latest from the receipt thereof. Upon the receipt of the payment from the Invoice Seller, the Platform shall transfer the respective amount from the Invoice Seller's Investly account to the Investly account(s) of the Investor(s) entitled to receive the respective payment under the Invoice Discounting Agreement(s).

15.5 The Platform Operator shall keep records of the assigned Claims and shall in the event specified in paragraph 13.2 send reminders to the Buyer's e-mail address, requesting the payment of the overdue Invoice.

15.6 If the Invoice Seller, with the consent of the Investor(s), sends the Buyer a credit invoice or otherwise reduces the amount payable by the Buyer under the Invoice or if the Buyer makes a proposal to the Invoice Seller to apply a discount, the Invoice Seller shall pay the amount corresponding to the reduction or discount part of the amount payable under the Invoice to the Investor(s) within five (5) Working Days as of applying such a concession. In order to pay the respective amount to the Investor(s), the Invoice Seller shall transfer the respective amount to its Investly account. Upon the receipt of the payment from the Invoice Seller, the Platform shall transfer the respective amount to the Investly account(s) of the Investor(s) entitled to receive the amount under the Invoice Discounting Agreement(s). The Platform shall have the right to first deduct the Agreement Fee (inclusive of VAT) from the amounts received from the Buyer for the payment of the reduction or discount part of the Invoice.

15.7 The Invoice Seller shall present the original copy of the credit invoice to the Investor(s) via the Platform.

15.8 If, after the payment of the Invoice by the Buyer, the Investor(s) are charged value added tax or any other tax due to an interpretation or amendment of applicable law, the Invoice Seller shall be responsible for the payment thereof.

16 Conduct in case of payment problems

16.1 In the event of payment problems, the Platform shall retain the right to send notices to the Buyer regarding the arrears, using all the contact details disclosed by the Invoice Seller to the Platform Operator as well as other public data.

16.2 In the event that the Invoice Seller has entered into more than one Invoice Discounting Agreement via the Platform and the funds that the Buyer or the Invoice Seller has transferred to the Investly account for Invoice payment, Repurchase Price payment or any other payment are not sufficient for satisfying all the claims of the Investors, the claims for the collectible Invoice amount, Repurchase Price or other payments related to the Purchase Amounts paid by the Investors for the acquisition of the Claims shall be satisfied first, dividing the amount received from the Buyer or the Invoice Seller between the Investors proportionally according to the ratio of the Purchase Amount related to the Invoice Discounting Agreement entered into with every Investor to the Sales Price of the Invoice.

16.3 In the event that the Invoice Seller delays payment of the Repurchase Price or the Agreement Fee upon the application of the Repurchase Obligation, the Invoice Seller shall pay the Investor(s) or the Platform interest on the outstanding amount calculated from the moment the respective payment obligation becomes collectible until the proper fulfilment thereof. The rate of the interest shall be the final rate of the Interest determined in the course of the Auction.

16.4 The Platform shall not be liable for the non-performance or improper performance of the obligations of any Buyer or Investly User, including the delay in payment of an Invoice Seller, Investor or Buyer and any damage caused thereby.

17 Other contractual penalties

17.1 The Investor shall have the right to charge the Invoice Seller a contractual penalty in the amount of up to two percent (2%) of the Invoice Amount, if any of the facts specified in paragraph 4.1 of the Agreement or any of the warranties and representations given by the Invoice Seller proves to be false.

17.2 A breach of the obligations stipulated in paragraph 20 of the Invoice Discounting Agreement shall be deemed as a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Investor(s) shall have the right to charge the Invoice Seller a contractual penalty, such penalty to be charged via the Platform. The contractual penalty for every breach shall be twenty (20) percent of the Sales Price of the respective Invoice, which shall be divided between the Investors proportionately to the ratio of their Purchase Amount to the Sales Price.

17.3 A breach of the obligations stipulated in paragraphs 5.6 to 5.8 shall be deemed as a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Investor(s) shall have the right to charge the Invoice Seller a contractual penalty via the Platform. The contractual penalty for every breach shall be five (5) percent of the Sales Price of the respective Invoice, which shall be divided between the Investors proportionately to the ratio of their Purchase Amount to the Sales Price.

17.4 If the Invoice Seller fails to properly fulfil the obligations arising from the Invoice Discounting Agreement and the Platform therefore sends the Invoice Seller a notice on behalf of the Investor, the Platform shall in the case of every breach have the right to demand compensation for the administration thereof and for the preparation and forwarding of the notice, in accordance with the Price List available here.

Invoice Discounting Agreement – Part B

18 Legal Agreement

18.1 These terms apply to all agreements concluded between the Users (i.e. Invoice Seller and Investor(s)) using the Investly Platform.

18.2 Pursuant to paragraph 11.1 above, the Invoice Discounting Agreement shall be deemed automatically concluded and entered into force upon the expiry of the validity term of the Sales Offer as established in the Sales Offer, except in the event the Auction fails (including in the event the total of the Sales Prices of the Purchase Offers (i.e. acceptances) made in response to the Sales Offer does not exceed the Minimum Sales Price established in the Sales Offer). The Invoice Discounting Agreement shall incorporate the information provided by the Platform pursuant to paragraph 11.11 and shall remain in force until the full payment of the Invoice amount and auxiliary claims by the Buyer, or until the full payment of the Repurchase Price, the calculated fines for delay and other auxiliary obligations and charges by the Invoice Seller to the Investor via the Platform.

19 Warranties and representations of Seller

19.1 By making a Sales Offer, the Invoice Seller warrants and represents that:

(a) the Contract with the Buyer is valid and the Invoice Seller has the respective right of claim against the Buyer for the full amount of the Invoice;

(b) the sale of items or the provision of services underlying the Invoice has taken place in accordance with requirements, i.e. the goods/services are in conformity with the terms and conditions agreed in the Contract and have been delivered to the Buyer in accordance with the terms and conditions of the Contract on the date specified on the Invoice;

(c) the Buyer is only allowed to pay the Invoice in pounds Sterling (Pounds) and that is also specified on the Invoice;

(d) the Buyer does not have any similar claims (with a set-off option) against the Invoice Seller, which have not been satisfied by the Invoice Seller at the moment of the submission of the Sales Offer;

(e) the Buyer and the Invoice Seller have definitively mutually agreed on the Invoice and the amount payable on the basis thereof (the price of the item or service, inclusive of VAT) and the Buyer does not have any complaints or dissenting opinions with regard to the details specified on the Invoice (including the Invoice amount and the Payment Term);

(f) the Invoice Seller has fulfilled its contractual obligations towards the Buyer in a correct, timely, complete and agreed manner and at the respective location and time;

(g) the Invoice Seller does not have the right, without the Investor's consent, to give the Buyer a discount upon selling goods or services the Invoice for which the Invoice Seller has offered for assignment to the Investor with the Sales Offer. Neither does the Invoice Seller have the right to alter the Payment Term or to agree on other changes with the Buyer with regard to payments terms and conditions or to re-define the claim without the Investor's consent;

(h) the Buyer's payment behaviour towards the Invoice Seller has been proper and the Buyer has not delayed in making previous payments to the Invoice Seller by more than 30 (thirty) calendar days within the last 12 (twelve) months;

(i) the Invoice has been confirmed and accepted by the Buyer;

(j) the Claims have not been pledged, assigned, set up as security or otherwise encumbered;

(k) the Invoice Seller is not a party in any court or arbitration proceedings which may have a negative impact on the Invoice Seller's financial standing;

(l) the Buyer is not a related party to the Invoice Seller; and

(m) the Buyer has not paid the Invoice.

20 Restrictions on Invoice Sellers following Sales Offer

20.1 The Invoice Seller shall not give the Buyer a discount upon selling items or providing services the Invoice covering the Claims arising from which the Invoice Seller has offered in a Sales Offer on the Platform without the prior written consent of the Investor(s).

20.2 The Invoice Seller shall not have the right to amend or prematurely terminate the Invoice or the Contract without the prior written consent of the Investor(s).

20.3 The Invoice Seller shall not have the right to perform any transactions with the Claims the Invoice for which has been offered in a Sales Offer on the Platform, including to assign the Claims to third persons, encumber the Claims with restricted real rights or perform other transactions with the Claims without the prior written consent of the Investor(s).

21 Investors' warranties and representations

21.1 By making a Purchase Offer, the Investor warrants and represents that the Investor is aware that the income earned via the Platform is subject to declaration and taxation pursuant to the laws of the country of residence or location and that the respective obligation lies with the Investor.

21.2 By making Sales and Purchase Offers, each User warrants and represents that they have reviewed, thoroughly read and understood the Invoice Discounting Agreement and the parts thereof (including the Investly Terms of Use), the said documents correspond to their actual intent, the applicable Users and their representatives are authorised to sign the documents and agree to fulfil them.

22 Extraordinary cancellation of Invoice Discounting Agreements

22.1 The Investor shall have the right to extraordinarily cancel the Invoice Discounting Agreement, if:

(a) the Invoice Seller has submitted false data to the Investor, a warranty or representation given by the Invoice Seller to the Investor proves to be untrue, or the Invoice Seller has neglected to submit information which has a significant effect on the fulfilment of the obligations arising from the Invoice Discounting Agreement or the Contract by the Invoice Seller and/or the Buyer;

(b) the Invoice Seller fails to properly fulfil the Repurchase Obligations and/or the related obligations arising from the Invoice Discounting Agreement (including the obligation to pay the Repurchase Price);

(c) the Invoice Seller fails to fulfil the obligations arising from the Invoice Discounting Agreement and/or does not respond to the Investor's reminders and warnings concerning compliance with the terms and conditions of the Invoice Discounting Agreement;

(d) the Invoice Seller fails to notify the Investor immediately, but not later than on the day of filing the petition, of the intention to file a petition with the court to initiate the Invoice Seller's reorganisation or bankruptcy proceedings;

(e) the Invoice Seller is merged, reorganised or divided or the Invoice Seller's company or a part thereof is transferred without the Investor's prior written consent;

(f) the security established to secure the Invoice Seller's obligations arising from the Invoice Discounting Agreement cannot be realised or the person who gave the security refuses to fulfil the security contract.

22.2 The Investor shall give notice to the Platform to notify the Invoice Seller of the cancellation of the Invoice Discounting Agreement by e-mail at least one (1) Working Day in advance.

22.3 Upon the cancellation of the Invoice Discounting Agreement, the Invoice Seller shall be subject to the Repurchase Obligation with regard to all the Claims assigned to the Investor which are fully or partly unpaid by the Buyer as at the moment of cancellation of the Invoice Discounting Agreement. The Repurchase Price shall be the amount of the Invoices covering the Claims in the extent unpaid by the Buyer as at the moment of cancellation of the Invoice Discounting Agreement. The Invoice Seller shall also be obliged to pay the Investor and the Platform all the outstanding financial obligations arising from the Invoice Discounting Agreement, including any interest, costs of sending written reminders, other fees and all the Investor's costs and damages incurred due to the conclusion, fulfilment and cancellation of the Invoice Discounting Agreement.

23 Platform as Agent for Investor(s)

23.1 The Investor(s) hereby authorises the Platform to conclude agreements to amend the Invoice Discounting Agreement with the Invoice Seller on behalf of the Investor, if the following preconditions are met:

(a) the purpose of the agreement to amend the Invoice Discounting Agreement is to establish a new Repurchase Date upon the agreement of each party, provided that the Invoice Seller has paid interest for the postponed days of the Repurchase Date to the Investly account at the Interest rate agreed in the Invoice Discounting Agreement and the respective Interest amount has been received to the Investly account;

(b) the conclusion of a payment schedule for the payment of the Repurchase Price, provided that:

(i) the number of instalments thereof is twelve (12) or fewer, and

(ii) the schedule covers the entire part of the Repurchase Price and the Penalty Payment outstanding as at the moment of conclusion of the payment schedule.

23.2 The authority stipulated in this paragraph shall be issued without the right of delegation and shall be valid until the fulfilment of all the obligations arising from the Invoice Discounting Agreement.

24 Administration and collection

The Platform shall, on the basis of the authorisation granted to the Platform by the Investor with the Purchase Offer, on behalf and as a representative of the Investor or on its own behalf, handle the administration of the Invoice Discounting Agreements and the collection of all the amounts, payments, fees and interest payable under Invoice Discounting Agreements.

25 Unpaid Invoices within the Repurchase Term – Repurchase Obligation

25.1 The Invoice Seller shall remain liable to the Investor for the Buyer paying the Invoice in full.

25.2 If the repurchase term has passed since the due date of the Invoice ("Repurchase Term") and the Buyer has not fully paid the Invoice underlying the Claims assigned to the Investor, the Invoice Seller shall be immediately obliged to repurchase the Claims from the Investor and the Investor shall re-assign the Claims to the Invoice Seller for a fee, which is brought out in the Invoice Discounting Agreement. This means "Automatic Repurchase Obligation" is taking place.

25.3 The Repurchase Term is the term established by the Invoice Seller in the Sales Offer in days, within which the Invoice Seller is obliged to pay the Repurchase Price to the Investor(s) and the Agreement Fee to the Platform.

25.4 In addition to the circumstances described in paragraph 25.2, the Investor shall have the right to re-assign the Claims to the Invoice Seller for a fee and the Invoice Seller shall repurchase the Claims from the Investor if one of the following occurs:

(a) the Buyer disputes the Claims underlying the Invoice or a dispute between the Buyer and the Invoice Seller concerning the Claims has lasted for more than two (2) weeks from the due date of the Invoice and no mutually satisfactory solution has been reached;

(b) the Buyer rescinds the Contract or terminates the Contract due to a breach of the Contract by the Invoice Seller;

(c) the Investor learns that the Buyer has delayed in the payment of amounts to the Invoice Seller by more than thirty (30) calendar days within the past twelve (12) months;

(d) the Investor has reason to suspect that the Invoice is fictitious;

(e) the Buyer and/or the Invoice Seller have set off the Claims assigned to the Investor;

(f) the Buyer has partly or fully paid the Invoice to the Invoice Seller and the Invoice Seller has not transferred the received amount to the Investor(s) on the terms and conditions established in the Invoice Discounting Agreement;

(g) the Buyer has failed to respond to communication from the Platform within ten (10) days;

(h) the Buyer and the Invoice Seller are related entities;

(i) the documents submitted to the Investor are not in conformity with the requirements established in the Invoice Discounting Agreement;

(j) the Claims assigned to the Investor are encumbered with the rights of a third person;

(k) the Invoice Seller has assigned the Claims to a third person;

(l) reorganisation, liquidation or analogous proceedings have been initiated against the Buyer or the Invoice Seller or a temporary trustee in bankruptcy has been appointed for them; and

(m) the Investor has learnt of any circumstances that indicate the Buyer's inability to pay the Invoice in full.

25.5 The Investor shall have the right to apply the Repurchase Obligation in circumstances where paragraph 25.4 applies regardless of whether the due date of the underlying Invoice has arrived or not.

25.6 If the Buyer has left the Invoice fully unpaid by the repurchase date (the "Repurchase Date"), the Claims shall be subject to the full Repurchase Obligation and the fee payable by the Invoice Seller to the Investor(s) for the re-assignment of the Claims upon the arrival of the Repurchase Obligation shall be the Invoice Amount, less the Agreement Fee, including VAT.

25.7 The Repurchase Date is the last date of the Repurchase Term.

25.8 Upon the Repurchase Obligation being applied, the Invoice Seller shall simultaneously with the payment of the Repurchase Price to the Investor(s) pay the Agreement Fee (including VAT) to the Platform.

25.9 If the Buyer has partly paid the Invoice by the Repurchase Date, the Repurchase Obligation concerning the Claims shall be applied to the unpaid part of the Invoice, and the fee payable by the Invoice Seller to the Investor(s) for the partial re-assignment of the Claims upon the arrival of the Repurchase Obligations (the Repurchase Price) shall be the unpaid amount of the Invoice.

25.10 Upon the Repurchase Obligation being applied, the Investor and the Platform shall have the right to demand the full or partial payment of the Invoice from the Invoice Seller.

25.11 The Repurchase Obligations described in this paragraph are essential obligations of the Invoice Seller, which the Invoice Seller shall always be obliged to fulfil, regardless of whether the obligation arises due to a breach of obligations by the Buyer or the Invoice Seller or due to force majeure.

26 Fulfilment of repurchase obligation

26.1 In order to pay the Repurchase Price in the case of the automatic Repurchase Obligation, the Invoice Seller shall transfer the amount corresponding to the Invoice Amount (i.e. Repurchase Price + Agreement Fee and VAT) to its Investly account by the Repurchase Date at the latest. If the Repurchase Date falls on a public holiday or another holiday in the UK, the Payment Date shall be deemed to be the next following Working Day.

26.2 Upon the application of the Repurchase Obligation in other cases, the Invoice Seller shall pay the Repurchase Price to the Investor and the Agreement Fee with VAT to Investly within three (3) Working Days from the receipt of the respective Repurchase Obligation notice from the Platform Operator, by transferring the amount corresponding to the Invoice Amount to the Invoice Seller's Investly account. If the due date for payment falls on a public holiday or any other holiday in the UK, the Payment Date shall be deemed to be the next following Working Day.

26.3 Upon paying the Repurchase Price and the Agreement Fee in the case specified in paragraph 26.1 or 26.2, the Invoice Seller shall mark the reference number of its Investly account ("Payment Reference") and the Platform's settlement account number 00133213, sort code 20-41-41 in Barclays on the payment order. The Invoice Seller's payment shall be debited from the Invoice Seller's Investly account by the Platform automatically upon the receipt of the payment, and forwarded to the Investly account(s) of the Investor(s) at the first opportunity after the deduction of the Agreement Fee.

26.4 The Invoice Seller shall have fulfilled the Repurchase Obligation and re-acquired the Claim from the Investor, when the Repurchase Price has been received in full to the Investor's Investly account. Until the fulfilment of the Repurchase Obligation, the right of ownership to the Claims belongs to the Investor and the Investor shall have the right to still demand the payment of the Invoice also from the Buyer.

26.5 If the Buyer has set off the Claims assigned to the Investor against claims against the Invoice Seller, the Invoice Seller shall fulfil the Repurchase Obligation regardless of whether the set-off was lawful or not.

26.6 The Investor shall not be obliged to notify the Buyer of the fulfilment of the Repurchase Obligation by the Invoice Seller.

27 Conduct in case of payment difficulties

27.1 If the Invoice Seller does not pay the Repurchase Price by the Repurchase Date, the Penalty Payment stipulated in paragraph 15.3 of these Terms of Use shall apply.

27.2 The first payment following the delay shall be first used for covering all the fees and expenses, then the Interest agreed in the Invoice Discounting Agreement, and thereafter the Repurchase Price.

27.3 If the amount transferred to the Investly account by the Invoice Seller is not sufficient for covering all the payments payable under the Invoice Discounting Agreements entered into on the basis of the Sales Offer (including the Repurchase Price), the amount on the Investly account of the Invoice Seller shall be divided between the Investors proportionately to the ratio that the Purchase Amount related to the Invoice Discounting Agreement concluded with each Investor bears to the Invoice Sales Price.

27.4 If the Invoice Seller fails to fulfil any financial obligation (including the obligation to pay the Repurchase Price and penalties) arising from the Invoice Discounting Agreement, the Investly Terms of Use or other document related to the Invoice Discounting Agreements in a timely and complete manner, the respective collectible claims together with the auxiliary claims (the Total Claim) shall at the moment of becoming collectible be automatically assigned to the Platform, including in the case of Secured or Guaranteed Invoice Discounting, if the Invoice Seller or the User who is acting as surety has established a security for the claims arising from the Invoice Discounting Agreement in the benefit of the Platform.

27.5 The objective of the assignment of the Total Claim formed on the basis of paragraph 27.4 is to perform the mandate hereby granted by the Investor for registering, depositing and, if necessary, realising the security of the Invoice Discounting Agreement, as well as for collecting the Total Claim, in the framework of which the Platform shall have the right to perform, on behalf of the Investor(s) and/or the Platform and at the expense of the Invoice Seller, any procedures and take any steps which the Platform at its own discretion deems necessary or recommendable in order to achieve the fulfilment of the respective financial obligation, and to use any legal remedies for the said purpose. The Total Claim shall be assigned for an indefinite term and, subject to termination of the User Agreement, cannot be reclaimed.

27.6 Among other things, the Platform shall for the purpose of achieving the objective described in paragraph 27.4 at its own discretion have the right to:

(a) send reminders, balance notifications and warnings (including bankruptcy warnings) to the Invoice Seller, using the method stipulated in the Invoice Discounting Agreement for forwarding notices, or any other method;

(b) forward data concerning the Invoice Seller to third persons in accordance with the procedure stipulated in the Terms of Use or the Invoice Discounting Agreement;

(c) initiate court or arbitration proceedings, execution, bankruptcy or other insolvency proceedings in accordance with the procedure established by law and pursuant to the Terms of Use, including to participate in the respective proceedings as the representative of the Investor(s) and on behalf of the Investor(s) and/or on behalf of the Platform;

(d) restrict the rights of the Invoice Seller in the use of the Platform;

(e) terminate the Invoice Discounting Agreement in an extraordinary manner on other grounds and in accordance with other procedures stipulated in the Invoice Discounting Agreement or legal acts; or

(f) if the respective obligation is secured or suretyship has been provided as security for the obligation, organise the realisation of the security or surety in accordance with the procedure stipulated in legal acts regulating the realisation of securities or sureties and in the respective agreement on the provision of security or suretyship.

27.7 The Total Claim against the Invoice Seller shall be deemed, to be automatically assigned to the Platform as of the moment of receipt of the Assignment Notice by the Invoice Seller and the User who is acting as surety with the Terms of Use or the Invoice Discounting Agreement.

27.8 In addition to the rights established in the above paragraphs of the Terms of Use, the Investor hereby gives the Platform the instruction, consent and authorisation with the right of delegation to perform any procedures and/or transactions for the collection of the Total Claim on behalf of the Investor and as the Investor's representative and/or on behalf of the Platform itself, which the Platform considers necessary for the assignment described in paragraphs 27.4 and 27.5 of these Terms of Use to be valid.

27.9 The Platform shall have the right to delegate the collection of the Total Claim assigned to the Platform also to third persons whose economic or professional activities include the collection of debts and the provision of relevant services (including lawyers, persons providing collection services, bailiffs or other persons).

27.10 If more than one Invoice Discounting Agreement has been entered into for financing the respective project, the Platform shall perform the procedures and actions described above simultaneously in connection with the respective Invoice Discounting Agreements.

27.11 If, in circumstances where paragraph 27.5 applies, pursuant to a document related to the Invoice Discounting Agreement, the Investor is to assess the occurrence of certain circumstances or events or the arrival of any other conditions, the Platform shall make that assessment on behalf of the Investor at the Platform's reasonable discretion.

27.12 The Invoice Seller shall bear all the necessary and reasonable costs related to the collection of the Total Claim and the registration, depositing and realisation of the security of the Invoice Discounting Agreement, including legal costs, collection service costs and court expenses, including the costs related to the expedited processing of payment orders, as well as notary and registration expenses and the costs and fees entailed in the provision of services related to debt collection by the Platform Operator in accordance with the applicable Price List.

27.13 After the assignment of the Total Claim as established in paragraphs 27.4 and 27.5 of these Terms of Use, the Platform shall continue to act in the interest of the Investor(s) with regard to the assigned claims. The Platform shall not be entitled to the amounts received as a result of collection or to assign the Investors' Total Claim or a part thereof to third persons or use the Total Claim or a part thereof for any other purpose than stipulated in this paragraph. Upon the receipt of the amounts obtained as a result of collection, the Platform shall notify the Investor(s) of the receipt and to transfer the respective amounts to the Investly account(s) of the Investor(s) (after having deducted all the costs and fees related to the respective procedures, including the Platform's right to first deduct the Agreement Fee with VAT).

27.14 Notwithstanding any other provision of these terms and conditions, the Platform may discontinue or not apply the procedures and/or actions performed for the collection of the Total Claim, if in the Platform's assessment the fulfilment of the collectible claims as a result of the respective actions and procedures is not probable or the gains probably receivable as a result of the respective actions and procedures are smaller than or at the same level as the expected costs of the respective actions and procedures. In addition, the Platform may discontinue the respective procedures and/or actions, if the Invoice Seller or the User who is acting as surety has paid the Repurchase Price and the auxiliary claims in an amount that is at least equal to 100% of the respective Repurchase Price and the debt has not been paid in full within 180 days from the arrival of the Repurchase Obligation. The Platform shall notify the Investor of discontinuing or not applying the respective procedures and/or actions in accordance with the procedure stipulated in the Terms of Use or the Invoice Discounting Agreement. Upon the Investor's request after the submission of the aforementioned notice, the Platform shall re-assign the Total Claim previously assigned to the Platform by that Investor back to the Investor at the latter's expense.

28 Notices

28.1 All the notices between the Platform Operator and the Invoice Seller and Investor(s), shall be sent in writing or by e-mail to the e-mail address of the respective User. Notices to the Platform Operator shall be sent to the e-mail address: support@investly.co.

28.2 Notices shall be deemed served on the day sent, in the case of emails sent during normal working hours on Working Days, and on the next Working Day if sent outside normal working hours.

28.3 The Invoice Seller shall notify the Platform immediately, but not later than within five (5) Working Days of changes in the Invoice Seller's financial standing or any other circumstances which may have a direct or indirect effect on the fulfilment of the obligations arising from the Invoice Discounting Agreement(s) by the Invoice Seller, including, but not limited to:

(a) the owner of the Invoice Seller changes or significant changes take place among the shareholders of the Invoice Seller (including if one person acquires at least 10% (ten percent) of the Invoice Seller's share capital and votes defined by shares);

(b) a decision is passed to reduce the Invoice Seller's share capital;

(c) the Invoice Seller's area of activity and location or contact details change;

(d) a decision is passed to commence reorganisation or liquidation proceedings with regard to the Invoice Seller or a petition is filed with a court to declare the Invoice Seller bankrupt;

(e) the Invoice Seller is merged, divided, restructured or reorganised or the Invoice Seller's company or a part thereof is transferred;

(f) circumstances occur (including, but not limited to current, pending, potential or probable claims of third persons, the Invoice Seller's obligations, court proceedings, negotiations, court rulings or investigative procedures), which would cause proprietary damage or loss or significant decrease of assets for the Invoice Seller or hinder the business activities of the Invoice Seller;

(g) any current or pending (or potential) claims of the Tax and Customs Board (or any other public organisation or institution) against the Invoice Seller;

(h) other events take place that have or could have an effect on the fulfilment of the terms and conditions of the Invoice Discounting Agreement by the Invoice Seller, and the measures taken by the Invoice Seller with regard thereto.

28.4 The Invoice Seller shall notify the Platform and the Investor(s) immediately, but not later than within five (5) Working Days of all the circumstances which may have a direct or indirect effect on the amounts payable by the Buyer under the Invoice Discounting Agreement, including, but not limited to:

(a) any complaint from the Buyer related to the bases or amounts of the assigned Claims;

(b) the Buyer's counter-claims against the Invoice Seller;

(c) the Invoice Seller and the Buyer having holdings in the same companies;

(d) information related to the Buyer's solvency.

28.5 The Invoice Seller shall notify the Platform and the Investor(s) immediately, but not later than within five (5) Working Days of all the changes in the data submitted to the Platform or the Investor(s) or set out in the agreements entered into with the Platform or the Investor(s), including, but not limited to:

(a) changes in the name, address or contact details of the Invoice Seller or their representative;

(b) changes to the directors and other members of the Management Board and the shareholders of the Invoice Seller.

28.6 Failure to give timely notice of the circumstances or changes in details specified in this paragraph shall be deemed as a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Platform shall have the right to charge the Invoice Seller a penalty. The penalty for every breach shall be [ten (10)] percent of the Sales Price. The said contractual penalty shall be payable within five (5) Working Days from the receipt of the respective claim.

29 Amendments to Invoice Discounting Agreements

29.1 The amendments to the Invoice Discounting Agreement shall be drawn up in written reproducible format.

29.2 A proposal to amend the Invoice Discounting Agreement shall be submitted to the other Party signed by post or by e-mail, confirmed with the Investly password. Upon accepting the amendment to the Agreement, the Party or the Platform shall forward the respective notice to the other Party and the Platform signed by post or by e-mail, confirmed with the Investly password.

29.3 The Platform shall have the right, on behalf of the Investor, to charge a fee for drawing up the amendment to the Invoice Discounting Agreement in accordance with the Price List.

30 Disputes

30.1 Notwithstanding the warranties and representations given in this Invoice Discounting Agreement, the Platform shall notify the relevant parties immediately of the occurrence of any dispute, and the Invoice Seller shall in turn notify the Platform and the Investor of the occurrence of any dispute with the Buyer.

30.2 Upon the occurrence of a dispute, the Invoice Seller shall settle the Dispute and fulfil their obligations in accordance with the Contract.

31 Final provisions

31.1 The Invoice Seller and the Investor shall keep the information they have learnt in connection with the Invoice Discounting Agreement and the conclusion thereof confidential and shall not disclose it to third persons, except for third persons who are the owners of the assets encumbered with a security in the benefit of the Platform or a surety or a warrantor or whose right to receive information derives from the laws of England.

Annex 1

Offer to enter into an Invoice Discounting Agreement

WHEREAS:

(A) this offer by [COMPANY NAME] (the "Invoice Seller ") to enter into an Invoice Discounting agreement under which the Claims arising from the Contract indicated on the Invoice shall be assigned (hereinafter the "Sales Offer") for a fee (hereinafter the "Sales Price") has been made on the online platform operated by Investly Limited, a company incorporated in England and Wales with company number 08966482, hereinafter the "Platform Operator") at investly.co (hereinafter "Investly");

(B) the Sales Price shall be determined in the course of an Auction and the acquirer of the Claims (hereinafter the Investor) is the relevant User who is the winner or one of the winners of the Auction;

NOW THEREFORE the Invoice Seller hereby makes the Sales Offer subject to the following terms and conditions:

1 Basic terms and conditions of Sales Offer

Invoice Amount:	XX EUR	Date of issue:	day/month/year
Invoice No:	XXX	Due date:	day/month/year
Buyer:
Minimum Sales Price:		£ XX
Maximum Interest:		XX%
Repurchase Term (number of days from the due date of the Invoice):		XX days
Repurchase Date (the last day of the Repurchase Term):		day/month/year
Agreement Fee (exclusive of VAT):		1% of the Invoice Amount, but at least £50
Repurchase Price:		100% of the unpaid Invoice Amount

2 Warranties and representations of Invoice Seller

2.1 By making the Sales Offer, the Invoice Seller warrants and represents that:

(a) there are no restrictions that would exclude the assignment of the Claims, including that the assignment of the Claims is not prohibited pursuant to law and the obligations arising from the Claims cannot be fulfilled towards anyone other than the Invoice Seller;

(b) the personal data as well as the data concerning the Invoice Seller's financial standing, income and expenses submitted by the Invoice Seller are correct and complete;

(c) the Invoice submitted for financing via the Investly Platform corresponds to the requirements established in Part A of these Terms of Use and the Invoice Discounting Agreement.

3 Validity of Sales Offer

3.1 The Sales Offer shall be valid for XX Working Days as of the publication thereof in the Investly Platform.

3.2 The Sales Offer shall be binding only if the total sum of the Purchase Amounts of all the acceptances given by the Investly Users in accordance with requirements within the Auction Period covers or exceeds the Minimum Sales Price specified in article 1 of this Sales Offer and the Minimum Interest of the respective acceptances is lower than the Maximum Interest.

3.3 After confirmation of the Sales Offer by the Platform Operator, the Invoice Seller may withdraw the Sales Offer at any time before an Investor makes the first Purchase Offer. The withdrawal of the Sales Offer shall be unconditional and must be clearly communicated via the Investly Platform to all the potential persons interested in making a Purchase Offer and confirmed with the Investly password.

3.4 [The Invoice Seller shall be responsible for the first contact with the Buyer following a successful Auction.]

4 Miscellaneous

4.1 The Sales Offer is subject to the Invoice Discounting Agreement, a copy of which may be accessed on investly.co/terms, and to the Investly Terms of Use, a copy of which may be accessed on investly.co/terms.

4.2 Words and phrases used in the Sales Offer shall have the meaning given to them in the Investly Terms of Use, except where otherwise indicated.

4.3 The Sales Offer is subject to the law of England.

Executed on behalf of [COMPANY NAME]

by [FULL NAME]

Company registration number:

Date of confirmation:

Digitally confirmed