GENERAL TERMS AND CONDITIONS
- These General Terms and Conditions (hereinafter the “ Terms ”) set forth terms and conditions governing the use of the Hub, its web interface, communication between the Parties and their related rights and obligations. The Client undertakes to comply with these Terms when using the Hub.
Purpose of the Collection Hub
- The Hub is an online platform which connects Creditors and Collectors in order to quickly and effectively recover debts. The goal is to make international debt collection easy. The Hub fundamentally reduces cross-border collection costs by connecting the Creditor directly with the Collectors through the web interface. The Hub speeds up the cross-border collection process and does so in compliance with the highest ethical standards.
Registration of the Client
- Only a legal entity or business individual is entitled for the registration at the Hub as the Client. A Client can be registered as a Creditor or Collector. Registration onto the Hub is free of charge.
- The Provider has full and absolute discretion to accept or refuse any registration request submitted to the Hub for any reason it considers appropriate including, but not limited to, violation of any laws or ethical standards.
- The Creditors shall upload their receivables to the Hub and provide all information and documents relating to the receivables in the structure required by the Hub.
- The Provider shall review the receivable submitted by the Creditor for the registration. The Provider at its absolute discretion may accept, refuse, or to request additional information about the receivable submitted.
- Once the receivable is accepted by the Provider, the basic information about the receivable will be made available to Collectors in the country where the receivable will be collected.
- Collectors may submit an offer for the collection or purchase of the receivable through the Hub and in a structure required by the Hub. The offer will then be delivered by the Hub to the Creditor.
- The Creditor has free discretion whether to accept any offer made by various Collectors. If the Creditor does not accept any offer during one month from the registration of the receivable, the Provider will have the right to remove the receivable from the list of receivables available for Collectors’ offers. Individual offers are visible to the Creditor as well as to all the Collectors eligible for the collection of the receivable.
- During the offering period, the Creditor and the Collectors are entitled to negotiate and amend offers. Such negotiation shall be conducted in writing through the Hub and, following acceptance by both parties, it will be made visible to the other relevant Collectors.
- Once the Creditor has approved the final terms for the collection of the receivable, or its purchase by an individual Collector, both the Creditor and the Collector will confirm the agreed terms at the Hub interface. After this confirmation, the receivable will be removed from the list of the receivables open to the Collectors’ offers.
- All relations between the parties not governed by these Terms or an Agreement concluded between the Creditor and the Collector shall be governed by the applicable law according to Section 12.9 herein below.
- If, for any reason, a receivable was not selected for the collection or purchase and was subsequently removed from the Hub, then such receivable shall not be subject to the restrictions set forth in Section 1.8 herein below.
- The Provider offers opportunity for the Affiliate partners to participate on acquisition of the new Receivables to be collected or purchased through the Hub. Anyone interested should apply through the Hub to be registered as the Affiliate. The Provider will assign unique ID to the Affiliate in case its registration is accepted.
- The Provider has full and absolute discretion to accept or refuse any registration request submitted by the Affiliate for any reason it considers appropriate including, but not limited to, violation of any laws or ethical standards.
- The Provider has the right to terminate the cooperation with the Affiliate immediately without prior notice. In that case, the Affiliate shall stop performing any of its activities related to these Terms.
- Affiliates are permitted to use the Hub brand and marketing resources available in the Affiliates section of the Hub. Logos and other assets cannot be modified. The Affiliate does not gain any trademark, copyright or any other rights to those materials.
- The Affiliate will never imply that it is acting on behalf of the Hub or the Provider. The Affiliate will never bid for advertisements that compete with the Hub. The Affiliate will not engage in the distribution of an unsolicited bulk email (spam) mentioning or referencing the Hub.
The Client shall pay the Provider remuneration for the use of the Hub services and also any and all related Costs incurred by the Provider. The Provider’s Fee shall be calculated according the Schedule specified below.
Provider’s Fee - Collection Bronze Silver Gold Platinum Collector Success Fee (collected value) 4.99% 3.99% 2.99% 1.99% Creditor Success Fee (nominal value) 1% Provider’s Fee - Purchase Bronze Silver Gold Platinum Collector (nominal value) 4.99% 4.99% 4.99% 4.99% Creditor (nominal value) 1%
- Upon collection of the Creditor’s receivable the Provider shall deduct its Fee and Costs from the collected amount before its distribution to the Creditor. The recurring part of the Fee shall be paid by the Collector to the Provider’s Account quarterly, for whatever the amount of the collected debt, if any. In the case of the Collector purchasing the receivable from the Client, then the Provider’s Fee should be paid as part of the payment for the purchased receivable.
- The Collector’s remuneration for the successful collection agreed between the Creditor and the Collector in accordance with Section 1.4.7 hereof shall be deducted from the collected amount by the Provider to the Provider’s Account and paid by it to the Collector. The remaining amount shall be paid by the Provider to the Creditor.
- If the Creditor, for any reason other than specified in Section 1.8.1 hereof, withdraws from the Agreement upon or after collection of the receivable, or otherwise prevents or intentionally hinders the Collector from the collection of the receivable, then the Creditor shall pay the Collector and the Provider all their Costs and Fees corresponding to the amount which would have been payable if the receivable been recovered in full.
- The Affiliate shall receive the remuneration for its services in amount of 1 % of the collected or purchased amount of receivables and shall be deducted from the amount of the Provider’s Fee. The Affiliate’s fee shall become due 15 business days after the day when the Provider receives its Fee.
For the purposes of the remuneration and reference in the Hub, the Provider may assign the Collector to the tier performance groups Platinum - Bronze. Requirements for the qualification to the individual tier groups are specified below. The amounts below shall be achieved by the Collector before it is authorized to qualify to the higher tier. In case that the Collector’s performance drops below the targets specified below then it will be downgraded to the lower tier.
Tier Qualification Requirements - Collectors Requirement Bronze Silver Gold Platinum Amount of Receivables put to the Hub and collected by an other Client (evaluated per 12 past consecutive months) No limit 50.000 EUR 100.000 EUR 500.000 EUR Homepage link to the Collection Hub NO YES YES YES
- Provider’s Fees against the Creditor according to the Section 1.6.1 hereof shall be payable with effect from the second receivable registered by the particular Creditor only. For the first receivable, the Provider’s Fees against the Creditor shall amount to zero. For the first receivable, the Affiliate’s Fees shall be paid by the Collector.
- The remuneration specified in this Section 1.6 does not include the banking fees. The Client shall be obliged to cover the banking fees based on the Provider’s invoice.
- The Client shall pay the Provider remuneration for the use of the Hub services and also any and all related Costs incurred by the Provider. The Provider’s Fee shall be calculated according the Schedule specified below.
Payments and Proceeds
- Any payments for purchased receivables shall be made through the Provider’s Account. Any proceeds enforced from the debtors shall be paid directly to the Provider’s Account. The Provider shall distribute the proceeds in accordance with Sections 1.6.2 and 1.6.3 hereof.
- If the Creditor receives any payment from the debtor, the Creditor shall inform the other Parties and without undue delay pay the Provider and the Collector all the amounts they would be entitled to if the payment was made to the Provider’s Account. In case that the debtor will pay any amount directly to the Creditor, then the Success Fee from the collected amount or Fee from the nominal value of the purchased receivable payable to the Provider by the Collector according the Section 1.6.1 hereinabove shall be enhanced by 2 % disregarding the tier to which the Collector belongs.
- If, following the date of the receivable’s upload to the Hub, and without a prior consent of the Provider, the Creditor agrees to, or enters into, any settlement or compromise with a debtor which reduces the receivable, then the Creditor shall inform the other Parties and pay the Provider and the Collector all the amounts they would be entitled to if the payment was made to the Provider’s Account.
- If the Collector or the Creditor receives any funds for the payment of the receivable, then they shall transfer, without any delay, all the received funds to the Provider’s Account for its distribution in accordance with these Terms.
- Both Clients agree that the Provider will issue the self-billed invoices for all payments to be made by the Client during the contractual term between the Client and the Provider. The Provider will complete self-billed invoices showing the Client’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice. The Provider will inform the Client if the issue of self-billed invoices will be outsourced to a third party.
- The Client agrees to accept invoices raised by the self-biller on their behalf during the contractual term between the Client and the Provider. The Client shall not raise any invoices for the transactions covered by these Terms. The Client shall notify the Provider immediately if (i) its VAT registration number changes, (ii) the Client ceases to be VAT registered, or (iii) the Client sells its business or part of its business.
The Creditor undertakes not to dispose of the receivable after it has been uploaded to the Hub according to Section 1.4.1 hereinabove. The restriction shall remain in effect until
- the Provider formally (in writing submitted through the Hub) refuses the receivable in accordance with Section 1.4.2 hereof;
- the receivable is collected;
- the receivable is removed from the Hub as the Creditor did not accept any of the Collectors’ offers;
iv. the collection of the receivable terminates based on agreement by the Parties.
The Creditor, in particular, shall not:
- collect the receivable itself or negotiate with the debtor by any means or to instruct any other person to do so;
- assign the receivable;
- set off or otherwise agree to settle the receivable without a prior consent of the Provider; or
- take any action which would decrease the value of the receivable or its enforceability.
The Parties agree that all their communication shall be made through the Hub interface. Such communication shall include, amongst others:
- all messages between the Creditor and the Collector, including transfer of the electronic documents and any information;
- negotiation between the Creditor and the Collector on the particular conditions of the collection or purchase of the receivable; and
- any other cooperation between the Creditor and the Collector.
- The Creditor undertakes not to dispose of the receivable after it has been uploaded to the Hub according to Section 1.4.1 hereinabove. The restriction shall remain in effect until
- The Creditor and the Collector shall automatically and continuously provide each other and the Provider with correct and accurate Information useful for the Provider and the Collector in performance of their services according to these Terms. In particular, the Creditor shall inform the other Parties of any offers, correspondence or new information that may affect the receivable or its collection.
- Parties agree that after the termination of their legal relationship, the Provider is authorized, but is not obliged, to retain and archive all the Information received from the other Parties.
- The Creditor agrees to always provide full support to the Provider and the Collector, and the Collector agrees to always provide full support to the Provider and the Creditor in order to duly perform the activities specified in these Terms. The Creditor, amongst others, shall provide the Collector with any and all relevant original documents, as necessary needed for the collection or purchase of the receivable. For the purposes of collection, the Provider will deliver to the Collector the declaration in electronic form that the Collector is registered at the Hub and is therefore authorized to collect the receivable on behalf of the Creditor.
- The Client shall fully indemnify the Provider against any loss, Costs, expenses or lost revenues incurred by the Provider arising out of the Client’s breach of any of the provisions of these Terms.
- The Client shall inform all other Parties without undue delay of any circumstance which will prevent one or more Parties from fulfilling their obligations arising out of these Terms, fully or partially. In such case, affected Parties will jointly take any steps to remedy said situation. Based on any failure to comply with these obligations, the Party which has not caused such breach is entitled to claim damages.
- The Client shall carry out its activity related to the use of the Hub and to these Terms in fairness, with professional care and in good faith. The Client shall make all reasonable efforts in fulfilling its obligations under these Terms, and use for this purpose all its professional knowledge, experience and skills.
- In all circumstances, the Client shall protect the interests and good reputation of the Provider.
Availability of the Hub
- Clients acknowledge that the Hub may not be available continuously even though the Provider will make every effort to ensure swift and uninterrupted Hub service. The Clients are not entitled to claim any reimbursement or damages, should the Hub interface not be available.
RESPONSIBILITY AND GUARANTY
Responsibility for Information
- The Provider is not responsible for any Information provided by the Client through the Hub, in particular, the Provider is not responsible for the correctness, accuracy or completeness of the Information. The Provider is not obliged to verify the correctness, accuracy, completion or appropriateness of Information presented by the Client.
- The Client bears full responsibility for any and all Information it presents through the Hub or provides to the other Party by any means. The Client shall pay all the damages, including consequential damages, should the provided Information be inaccurate, incomplete or misleading.
- The Provider reserves the right to request any additional Information from the Clients to comply with the legal obligations, including anti-money laundering regulations. Clients shall comply with any such request for additional information without undue delay.
Responsibility for the Receivables
- By the upload of each receivable to the Hub, the Creditor declares that it is entitled to transfer its rights to the receivable, in particular, the right to collect the receivable or right to assign the receivable to the Collector.
The Provider exercises substantial efforts in order to select the best and most reliable partners, however the Provider cannot effectively guarantee that the:
- Creditor is the absolute legal and true beneficial creditor of the receivable or is fully authorized by the creditor of the receivable to subcontract its collection or to assign it to other Collector;
- receivable is existing in accordance with the applicable laws and is not subject to any lien, pre-emption, option or any similar right of a third party; and
- receivable is capable of being collected.
Responsibility for the Collection
- The Provider is not responsible for performance of the Collector’s duties. In particular, the Provider is not responsible for Collector’s failure to duly enforce the receivable.
- The Parties agree that the way of collection of the receivable by the Collector or the result of collection shall not affect the Provider’s right to be paid the Costs and Fee in full.
The Provider is not responsible to the Client and, in particular:
The Provider does not guarantee the performance of the Collector’s duties. In particular, the Provider is not responsible for Collector’s failure to duly enforce the receivable.
- The Provider does not guarantee that the Client has the legal right and full power, authority and necessary approvals to enter into an Agreement and exercise its rights and perform its obligations under these Terms or Agreement; and
- The Provider does not guarantee that the Client is not involved in any litigation, arbitration, action, suit, inquiry or other proceedings or investigations (whether instigated by itself, a third person, or a governmental authority), which would have any negative effect on other Party or the performance of the Client’s obligations under an Agreement or these Terms, or that any such proceeding or investigation is not threatening.
- The Provider does not guarantee the performance of the Collector’s duties. In particular, the Provider is not responsible for Collector’s failure to duly enforce the receivable.
- Responsibility for Information
- All notices, documents or other communication under or in connection with these Terms, Agreement and the use of the Hub shall be made through the platform provided by the Hub and shall be deemed to be served on a day following the second (2nd) working day after the communication was sent to the respective Party through the Hub’s platform.
- Clients agree to receive communications from the Provider (including communication mediated from other Clients) electronically, such as e-mails, texts, mobile push notices, and the Clients can retain copy of such communications. Clients agree that all agreements, notices, disclosures, and other communication shall be deemed to be made in writing.
- The Provider is entitled to access all communication between the Creditor and the Collector carried out through the Hub and review the communication, including deletion of messages or other Information should the Provider deem them inappropriate.
Termination of Registration
- The Client may terminate its registration at the Hub any time provided that it has fulfilled all its obligations according to these Terms and any Agreement, especially that the Collector finished the collection of all receivables that it undertook to collect through the Hub and that the Client paid the Fee and Costs to the Provider according to these Terms or any Agreement. In case that the Client has outstanding obligations according to these Terms or Agreement, the registration can be terminated only with the prior consent of the Provider.
The Provider may terminate the Client’s registration at the Hub any time at its sole discretion and convenience by providing the Client with a termination notice. The termination usually might take place only if the Client:
- breaches these Terms or Agreement;
- does anything which might be harmful to the reputation of the Hub or the Provider;
- has petitioned for or commits any act of bankruptcy, or is adjudged to be bankrupt (in respect of an individual), or insolvent in any jurisdiction;
- is the subject of any receiving or administration order;
- enters into any compulsory arrangement with its creditors;
- ceases, or threatens to cease, to carry on business;
- fails to make any payment which falls due under these Terms or Agreement; or
- the Provider reasonably believes that any of the events referred to under (i.) – (vii) above is about to occur.
- Termination of the Client’s registration through the Hub according to Section 4.1.2 hereof does not affect the Provider’s right to receive the Fee and Costs according to these Terms or Agreement and any other right or remedy available under these Terms.
- Termination of Registration
Obligation of Confidentiality
- The Client agrees that it will not, except with the express prior written consent of each Party that the Confidential Information is relating to (hereinafter the “ Affected Party ”), directly or indirectly disclose, communicate or divulge to any person, or use for the benefit of any person, any Confidential Information.
- The Client shall ensure that its employees, representatives or other co-operating third parties will keep all Confidential Information in confidence, if such information has been provided to these persons.
The confidentiality obligation under these Terms shall not apply to:
- (i.) information that is a matter of public knowledge on the date when these Terms became valid and effective or became a matter of public knowledge after the date of validity and effectiveness of these Terms from another source which is under no obligation of confidentiality to the Affected Party; or
- (ii.) disclosure, notification or written notice required by law or regulations enacted by a government, public, or administrative authority.
- The confidentiality obligation under these Terms shall not apply to:
Duration of Confidentiality
Obligations according to the Section 5 hereof shall survive and are applicable notwithstanding the fact of termination of:
- using the Hub;
- validity or effectiveness of these Terms;
- the Agreement; or
- cooperation between the Parties.
- Obligations according to the Section 5 hereof shall survive and are applicable notwithstanding the fact of termination of:
- Obligation of Confidentiality
- For each individual breach of the obligations stipulated in Section 1.8 hereof, the Client shall pay the Provider a contractual penalty in the amount of 15 % (in words: fifteen per cent) of the amount of the receivable to which the breach relates.
- For each individual breach of the obligations stipulated in Section 5 hereof, the Client shall pay the Provider a contractual penalty in the amount of 15 % (in words: fifteen per cent) of the amount of the receivables affected by the breach.
Maturity of Contractual Penalties
- Any contractual penalty according to these Terms is payable within 14 days of delivery of the Provider’s request to pay the contractual penalty to the Provider.
Character of Contractual Penalties
- The payment of any contractual penalty shall not affect the Provider’s right to claim damages, which can be enforced in extent exceeding the amount of the agreed contractual penalty.
Interest on Overdue Amounts
- If the Client fails to pay any amount payable by these Terms, it must pay interest on the overdue amount from its due date up to the date of actual payment. Interest on an overdue amount is payable at a rate of 0,15 per cent per day from the overdue amount. Interest on an overdue amount will be compounded with that overdue amount at the end of each calendar month but will remain immediately due and payable.
- Contractual Penalties
PROTECTION OF PERSONAL DATA
The Client can review the personal information it has provided to the Hub and make any changes to such information.
By using the Hub, the Clients agree that information designated by the Client can be made available to all other Clients. The Client may obtain more personal information of other Clients within the cooperation with these Clients through the Hub.
Processing Information Relating to the Receivables
- For the purposes stated in Section 1.2 hereof the Creditors upload their receivables to the Hub and provide information and documents relating to the receivables in the structure required by the Hub. The Creditors provide the Hub with the following personal information of debtors: full name and title, residence and date of birth, nationality, contact details such as addresses, telephone numbers, and personal e-mail addresses and information about the amount and reason of the receivable.
- The Creditor hereby agrees with the provision of information and documents relating to the receivables as specified in Section 7.2.1 hereof, which includes also personal information of the debtors, to the Collectors and to the Affiliate partners.
- Where personal information is given to the Provider by the Client, it is received on the assumption that the Client is authorized to process it in compliance with applicable legislation. The Provider accepts no responsibility or liability for any action or claim brought by an individual or an authority where the Client is found to be in, or has been in, contravention of the provisions and principles of applicable legislation. The Client agrees to indemnify the Provider in full for any losses the Provider may sustain in responding to any such action or claim on the Client’s behalf.
- The Client shall provide the Provider with personal information only to the extent that the processing by the Client is legitimate, fair, reasonable, relevant and limited to meet the contractual obligations with the Provider; in case of doubt, it is assumed that personal information submitted by the Client is in accordance with the previous conditions.
- The processing of the personal information of debtors obtained from the Client shall not last longer than the duration of the contract between the Provider and the Client or the rights and obligations arising from such a contract.
Client’s Obligations and Responsibility
The Client is responsible for maintaining the confidentiality of its Account and password and for restricting access to its computer, mobile phone or other devices that the Client uses to use the Hub and for all activities that occur using its Account.
The Client agrees in respect of other Clients’ personal information which they will obtain through the Hub or in connection with using the Hub, that they will use or disclose such information only for (i.) communications through the Hub that are not unsolicited commercial messages; (ii.) exercise of Client’s activities, rights and obligations according to these Terms or Agreement; and (iii.) any other purpose that the Client concerned agrees with.
The Client undertakes to comply to any and all legal rules applicable to it should the Client possess any personal information protected by the applicable law, especially if the Client receives the information and documents relating to the receivables and other Clients.
The Client agrees that if the Provider merges with or is acquired by another person, such person will have access to the personal information maintained by the Provider.
- Privacy Notice
INTELLECTUAL PROPERTY, SOFTWARE, COOKIES
- The Client undertakes not to copy, imitate, modify, alter, amend or use Intellectual Property without the Provider’s prior written consent.
- The Client grants the Provider the worldwide right to use the Client’s business name and, if the Client provides these items to the Hub, also trademarks and logos on the Hub website and in its mobile and web applications.
- The Provider is entitled to inform a third party or publish information stating that it provides or has provided services in a particular matter (including its value) to the Client for marketing purposes, namely in various handbooks, guides and directories and as well as in its own documents, publications and on its websites. The Provider is also entitled to disclose the same information for the purposes of its participation in tenders for provision of services. Instead of mentioning the name of the Client or together with it the Provider is entitled to mention the name of the enterprise which the Client is a part of. The Client shall provide the Provider, upon request, with a testimonial letter confirming that the Provider provides/has provided services to the Client in a particular matter.
- When providing the Provider with the content for the Hub or posting content to the Hub, the Client grants the Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and intellectual property rights it has in the content, in any media known now or in the future. Further, to the fullest extent permitted under applicable law, the Client waives its moral rights and promises not to assert such rights against the Provider, its sublicensees or assignees. The Client represents and warrants that none of the following infringes any intellectual property right: (i.) the Client’s provision of content to the Provider; (ii.) the Client’s posting of content using the Hub; and (iii.) the Provider’s use of such content (including of works derived from it) in connection with Hub’s services.
- The Client may use the Software solely for purposes of using Hub as permitted by the Provider, these Terms and Agreement. The Client may not incorporate any portion of the Software into its own program or compile any portion of it in combination with its own program, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part. The Client may not use the Software for any illegal purpose. The Provider may stop providing the Software to the Client and terminate its right to use the Software at any time. All software used in the Hub is the property of the Provider or its software suppliers and is protected by the copyright laws.
- The Client shall not encourage, assist or authorise any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Software, whether in whole or in part, or create any derivative works from or of the Software.
- The Provider and its service providers are entitled to use and place Cookies on the Client’s device via and collect information that helps them identify the Client’s device, such as the IP-address or other unique or device identifiers.
- Intellectual property
No Payment Institution
- The main purpose of the Hub is administration of the online platform which connects the Creditors and the Collectors. The Provider does not perform any payment services to its Clients. The Provider is not subject to the payment and electronic money institutions regulation.
No Client’s Money Management
- The main purpose of the Hub is administration of the online platform which connects the Creditors and the Collectors. The Provider does not perform money management for any third parties and does not retain any client’s money as specified in the relevant regulation. Amongst others, the Provider does not perform any insurance distribution activity, perform MiFID business or any other designated investment business, does not receive or hold for, or on behalf of, a client in the course of, or in connection with, its stocks and shares ISA business or innovative finance ISA business or lifetime ISA business. Also, the Provider does not represent any debt management firm, nor it does perform any of the debt management activity. The Provider does not hold any money on behalf of any client. The Provider, therefore, is not subject to the regulation of the client’s money management.
- No Payment Institution
LIMITATION OF LIABILITY
- The Provider shall only be liable to Clients for loss or damage caused directly and reasonably foreseeable by its breach of these Terms or Agreement.
- Neither the Provider nor its employees or agents represent that any information or advice given in connection with their services is accurate. No statement by the Provider or its agents amounts to an undertaking, term, condition, representation or warranty capable of incorporation into these Terms or any Agreement.
- If the Client relies on any oral or written representations given by the Provider, its employees, or its agents, the Provider is liable only if the representations are confirmed in writing by a competent person.
- The Provider, its employees or agents are not liable for any direct or indirect losses or damages incurred or suffered by the Client, whether pure economic loss, consequential loss, or otherwise, arising from the services according to these Terms or Agreement. In no event shall the Provider be liable for any of the following types of loss or damage arising under or in relation to using the Hub, these Terms or Agreement, whether in contract, tort (including, without limitation, negligence) or otherwise: (i.) any loss of profits, goodwill, business, contracts, revenue or anticipated savings; (ii.) any loss or corruption of data; (iii.) any loss or damage whatsoever which does not stem directly from the Provider’s breach of these Terms or Agreement; or (iv.) any loss or damage whatsoever which is in excess of that which was caused as a direct result of the Provider breaching these Terms or Agreement (whether or not the Client is able to prove such loss or damage).
- Subject to statutory provisions, all Provider’s warranties, conditions and representations (whether written or oral), or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
- If the law does not permit the liabilities concerned to be excluded, then the Provider’s total liability for all claims arising from these Terms and Agreement is limited to an amount equal to the Fee and Costs payable by the Client to the Provider for the receivable for which the liability has arisen.
- Provider’s liability
Excuse of performance
- No Party shall be considered to be in default of its obligations under these Terms or Agreement for so long as and to the extent that performance of such obligations is prevented by any event of Force Majeure which arises after the date of validity and effectiveness of these Terms or signing of Agreement, provided that Force Majeure shall not excuse the failure to pay monies due.
Obligation diligently to cure Force Majeure
If any Client shall rely on the occurrence of an event of Force Majeure as a basis for being excused from the performance of its obligations under these Terms or Agreement, then the Client relying on the event or condition shall:
- provide prompt notice to the affected Party of the occurrence of the event of Force Majeure giving an estimation of its expected duration and the probable impact on the performance of its obligations hereunder;
- exercise all reasonable efforts to continue to perform its obligations under these Terms or Agreement;
- expeditiously take any action within its reasonable control to correct or cure the event of Force Majeure excusing performance;
- exercise all reasonable efforts to mitigate or limit damages to the other Party to the extent such action will not adversely affect its own interests; and
- provide periodic notices to the affected Party with respect to its actions and plans for actions in accordance with paragraphs (ii.), (iii.) and (iv.) above and promptly notify to the affected Party of the cessation of the event or condition giving rise to it being excused from performance.
- If any Client shall rely on the occurrence of an event of Force Majeure as a basis for being excused from the performance of its obligations under these Terms or Agreement, then the Client relying on the event or condition shall:
- Excuse of performance
Validity and effectiveness
- These Terms become valid, effective and binding on Parties by their publication on the Hub’s website.
Change of Terms
- The Provider is entitled to change these Terms unilaterally. The changed version of the Terms becomes valid, effective and binding on Parties by its publication on the Hub’s website.
- The Provider will take all reasonable efforts to announce the change of the Terms to the Clients by e-mail at least 14 calendar days before the effective date of the new Terms.
- Any changes or amendments of the Terms do not affect the rights and obligations of Parties occurred under a previous version if the Terms.
- Should any provision of these Terms be or become invalid, unenforceable or ineffective, such provision shall not in any manner affect or impair the validity, enforceability or effectiveness of any other provision of these Terms. Provisions of generally binding legal regulations governing the mutual relationship of the Parties will apply instead of such invalid, unenforceable or ineffective provision. The Parties will regulate their relationship by adopting a provision which to the greatest possible extent corresponds to the intention of the invalid, or as the case may be, unenforceable provision, and the purpose and sense of these Terms.
Damages and Costs
- If any of the Clients breaches any of the provisions hereof or the agreement concluded in relation to the use of the Hub, the Provider shall be entitled, in addition to all rights and remedies, to recover from the breaching Client any and all damages, costs and expenses including without limitation, legal fees and court costs.
- Any Party may waive the right to enforce the performance of any obligation of another Party according to Agreement or these Terms. Failure to enforce any provision of Agreement or these Terms at any time shall not be interpreted to be a waiver of such provision or to affect either the validity of Agreement or these Terms or the right of such Party thereafter to enforce any provision of Agreement or these Terms. The granting of one Party’s consent for a particular occasion or to a particular act shall not constitute consent for or to any other occasion or act. No extension of time to perform any obligation or act according to Agreement or these Terms shall be deemed an extension of a time limit for the performance of any other obligation or act.
- The Client irrevocably waives any rights to claim damages for any misrepresentation or breach of warranty unless it was made or done fraudulently.
Assignment and Transfer
- The Client is not entitled to assign or transfer its rights or obligations under these Terms or Agreement or any part of them without the prior written consent of the Provider.
- The Provider is entitled to assign or transfer its rights or obligations under these Terms or Agreement or any part of them at any time without the Client’s consent.
- These Terms are originally executed in the English language. In the event of any discrepancies between the English language version and any translation of these Terms, the English version shall prevail.
- The Client acknowledges that it has relied solely on these Terms and not on any other representation, warranty, statement or undertaking by the Provider, its employees, and its professional advisers or agents.
- By registering to the Hub the Client declares that it understands and agrees with the content of these Terms and undertakes to comply with these Terms.
- These Terms and rights and obligations between the Parties shall be governed by and construed in accordance with the laws of England and Wales.
- The Parties undertake to try to resolve any dispute arising out of using Hub in an amicable way. Any dispute arising out of using Hub where the Provider is involved not resolved amicably shall be resolved by the arbitration court specified in Section 12.10.2 herein below.
- All disputes arising out of or in connection with these terms or arising out of use of the Hub shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The language of arbitration shall be English. The seat of arbitration shall be London, United Kingdom.
- Validity and effectiveness
DEFINITIONS AND INTERPRETATION
The following terms shall have the following meanings when used in these Terms:
- “Account” Client’s account registered in the Hub web interface.
- “Affected Party” shall have the meaning ascribed to it in Section 5.1.1 hereof.
- “Affiliate” means the affiliate partner of the Provider who intermediates new Clients to the Hub.
- “Agreement” means any agreement concluded between the Parties in relation to the Hub services.
- “Client” means both Creditor and Collector or any of them.
- “Collection Hub” or “Hub” means an online platform created by the Provider and connecting Creditors to law firms and collection agencies worldwide (Collectors) to recover debts.
- “Collector” means the company or individual who performs business of the debt collection and registers itself to the Hub as the Collector. Collector is authorized to represent the Creditor in the proceedings of the collection or to purchase the receivable from the Creditor in order to perform collection in the Collector’s own name.
- “Confidential Information” means (i.) any information about the conduct or details of the business of any Party including, without limitation, methods of operation, customers and customer list, products, proposed products, former products, proposed, pending or complete acquisitions, division, product line or other business unit, prices, fees, costs, plans, designs, technology, inventions, trade secrets, know-how, software, marketing methods, policies, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters; (ii.) any information about receivables; (iii.) any information related to any Agreement; (iv.) any information relating to the transactions assumed by these Terms or an Agreement (v.) any information the disposal of which is subject to a special regime of confidentiality stipulated by legal regulations (in particular, economic secrets, state secrets, bank secrets, official secrets); and (vi.) any information explicitly classified as confidential by a Party.
- “Cookies” means cookies, web beacons, and other similar technologies for storing information of all kinds, in particular, but not limited to, technologies (i.) that are necessary to the operation of sites, services, applications, and tools, including technologies that allow access to the sites, services, applications, and tools; (ii.) that are required to identify irregular site behaviour, prevent fraudulent activity and improve security; (iii.) that allow to make use of functions such as shopping-carts, saved search, or similar functions; (iv.) to assess the performance websites, applications, services, and tools, including as part of analytic practices to help understand how visitors use the websites, determine if the visitors have interacted with messaging, whether they have viewed an item or link, or to improve website content, applications, services, or tools; (v.) that allow to offer enhanced functionality when accessing or using sites, services, applications, or tools which may include identifying the user when signing into sites or keeping track of user’s specified preferences, interests, or past items viewed; (vi.) to deliver content, including ads relevant to user’s interests, on Provider’s or other person’s sites.
- “Costs” means legal costs (i.e. solicitor’s costs, court fees, disbursements and similar costs of legal dispute) and/or any other costs, fees or expenses incurred by the Provider or the Collector, as the case may be, in relation to their services.
- “Creditor” means the creditor of the Receivable or any other person who is authorized to submit the Receivable for its collection or purchase through the Hub. Collector is also authorized to be registered as the Creditor, should it have right to subcontract the collection of the Receivable or to assign it to the other Collector.
- “Fee” means remuneration of the Provider for the services provided by the Hub.
- “Force Majeure” means any unforeseeable event or circumstance (or combination of events and/or circumstances) which is unpredictable, unavoidable and beyond the control of the affected Party and which renders impossible or impracticable the performance of the affected obligation of the affected Party, including without limitation explosions, fires, nuclear radiation contamination, hurricanes, earthquakes, floods, natural disasters, epidemics, and any other similar circumstances, war and other hostilities (whether declared or not), revolution, public disorders, insurrection,
- “Information” means data, documents and all other information provided in any form.
- “Intellectual Property” means the URLs representing the Hub website(s), “Hub,” all content included in or made available through Hub, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, page headers, custom graphics, button icons and scripts, all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world which is the property of Provider or its content suppliers.
- “Ordinary Course of Business” means the conduct of the business and affairs of the Party in the usual and ordinary course and in a manner which advances the purposes, and is in the best interest of the Party;
- “Parties” means any and all combinations of Provider, Creditor and Collector together.
- “Party” means Provider, Creditor and/or Collector separately.
- “Provider” means the company administering the Hub, i.e. the company CollectionHub.com Ltd., having its seat at 107-111, Fleet Street, London, EC4A 2AB, United Kingdom, Reg. No. 10744526.
- “Provider’s Account” means the bank account held by the Provider for the funds collected from the debtors or for the funds representing the purchase price of the receivable. The specification of the account (IBAN, SWIFT, Bank’s name and address), as well as the payment instructions, are specified in the Hub interface.
- “Software” means software solution procured by the Provider for the use of the Hub and related services.
- “Terms” means these General Terms and Conditions.
- The following terms shall have the following meanings when used in these Terms:
Unless these Terms provide otherwise, in these Terms:
- words (including definitions in Section 13 hereof) in the singular include the plural and vice versa, and words referred to in the masculine gender also include the feminine and neuter genders and vice versa;
- references to the preamble, sections, schedules and points are references to the preamble, sections, points and schedules of these Terms;
- any reference to a “Section” of these Terms includes all items contained in that Section;
- the headings are used only for reference purposes and do not affect the interpretation of these Terms;
- references to laws and other legislation apply to such legislation as amended (regardless of whether before the effectiveness of these Terms or after), as well as all acts of lower legal force related to such legislation;
- references to documents include the documents as amended, regardless of whether before the effectiveness of these Terms or after; and
- any reference to a person shall also include a reference to its legal successor, if applicable.
- Terms such as “in particular”, “especially”, “including” and other terms of similar meaning shall be construed as exemplary, unless explicitly stated otherwise. The word “ensure” means to take all necessary action or to refrain from taking steps to achieve particular results to the extent permitted by applicable law. The term “maximum effort” or “utmost efforts” means that reasonable effort will be made by the respective Party in order to achieve or prevent a particular result to the extent permitted by applicable law.
- Unless these Terms provide otherwise, in these Terms: