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TERMS AND CONDITIONS

1. Applicability of the Terms and Conditions

1.1. These terms and conditions for the website www.roitok.com (hereinafter the “Terms and Conditions”) regulate the legal relations between the registered users (hereinafter the “User”) of the website www.roitok.com and its subpages (hereinafter the “Platform”) and Roitok Company OÜ (registry code 16023994, located at Vesivärava tn 50-201, 10152, Harjumaa, Estonia, e-mail hi@roitok.com, hereinafter the “Platform Operator”), arising from the usage of the Platform.

1.2. By registering a user account with the Platform, the User agrees with the Terms and Conditions and thereby an agreement under these Terms and Conditions is concluded between the User who registers a user account and the Platform Operator.

1.3. The Platform Operator reserves the right to amend or supplement the Terms and Conditions or lay down additional conditions. These amendments and supplementations shall enter into force from the moment when the User has agreed to the new Terms and Conditions via the Platform.

1.4. With commencing the use of the Platform, the User confirms that they have read the Terms and Conditions, understood them, and agrees to perform and follow them.

2. Service Provided by the Platform Operator

2.1. The Platform Operator shall allow the registered Users of the Platform to use the Platform for its intended purpose, first and foremost enter and/or become acquainted with financing proposals of legal entities described on the Platform (hereinafter – Projects), make declarations of intent, conclude transactions, and perform other actions, aimed at investing User's funds to the Project, chosen by User.

2.2. Depending on specific Project, the Platform Operator may act as an agent of parties, which conclude agreement via Platform or as a manager of investment fund.

2.3. The Platform Operator has the sole right to change the Platform functionality and Terms and Conditions without advance notice, including limiting or adding functionality to the Platform.

3. Prices of the Services Provided by the Platform Operator

3.1. Any and all expenses and fees related to the use of the Platform shall be paid by the User according to the Platform’s price list and the Platform Operator shall automatically debit (without an additional authorisation from the User) the expenses and fees from the User’s Account (as defined in clause 4.1), for the transaction made in relation to which the Platform Operator has the right to request reimbursement of expenses or payment of a fee.

4. User Account and payments

4.1. In order to use the Platform a person is required to register a user account in his name (hereinafter the “User Account”). Only private persons and legal entities which have passed the Platform Operator’s checks (including AML/KYC requirements) to the extent that the Platform Operator deems necessary can register a User Account to their name. A person applying for registration of a User Account is required to submit to the Platform Operator any and all information that the Platform Operator requests. The Platform Operator has the unilateral right to refuse to open a User Account.

4.2. Upon registering a User Account, a person enters their contact information and other data required by the Platform Operator into the respective environment and selects a unique e-mail and password.

4.3. The Platform Operator shall have the right to limit the rights of certain groups of Users (e.g., of persons who give credits via the Platform or persons who acquire limited partnership funds units) in terms of specific usage rights, including limiting access and/or usage rights with respect to certain parts of the Platform.

4.4. In order to enter the Platform, a User is required to enter their e-mail and password. Payment service providers and other Platform Operator's partners may set additional requirements for using third party services provided on the Platform.

4.5. After registering a User Account, a User has the opportunity to perform transactions via the Platform by the User or the legal entity represented by the User, and to keep track of financial obligations and claims, which have arisen on the basis of the Terms and Conditions and/or as a result of transactions made via the Platform.

4.6. The person to whose name the User Account has been registered (User) shall be responsible for the rights and obligations related to the User Account. Among other things, the User shall be a party to the transactions made via the User Account. Terms and conditions of a respective transaction shall apply to transactions made via the Platform, which shall be accepted separately by the User.

4.7. The User Account shall reflect, in euros, the sum of funds transferred by the User to the Platform Operator for the purposes of performing transactions via the Platform and the funds received from other sources (e.g. credit repayments to the User or distributed profit of limited partnership fund's unit owned by User) as a result of transactions concluded by the User via the Platform, from which sums payable on behalf of the User as a result of transactions made by the User via the Platform and sums subject to payment or compensation according to the Terms and Conditions to the Platform Operator, shall be deducted.

4.8. The User can make declarations of intent via the Platform, including making offers to execute transactions via the Platform and conclude transactions only if the User Account has a non-booked positive balance in the amount necessary for the transaction (i.e. a sum that is sufficient for perform the obligations of the User related to the respective transaction to the other party of the transaction and the Platform Operator) at the time of making the offer and concluding a transaction.

4.9. The User may transfer funds to the Platform Operator only from a bank account registered to the name of the User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the EEA Agreement or in a state where equivalent money laundering and terrorist financing prevention measures are applied (the Platform Operator shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein). The User is required to indicate the individual reference number generated by the Platform for the User in the payment order.

4.10. If the bank account from which a transfer was made to the Platform Operator does not belong to the respective User or does not meet any other conditions set forth in clause 4.9, also if the reference number set forth in clause 4.9 is not indicated in the payment order, the Platform Operator shall have the right to transfer the sum back to the person who made the transfer and request from the User compensation of expenses related to returning of the payment (automatically deducting them from the User Account).

4.11. The sum of the payment made by the User to the Platform Operator in accordance with clause 4.9 is registered in the User Account and the User shall use it in order to perform obligations arising from transactions made via the Platform or Terms and Conditions to the parties to the transactions made via the Platform as well as to the Platform Operator.

4.12. Unless provided differently in the Terms and Conditions, the User may request from the Platform Operator, to the extent of the positive balance of the non-booked funds reflected in the User Account, by giving a payment order to the Platform Operator via the respective application of the Platform. The abovementioned order shall be considered as instructions of the User to the Platform Operator to transfer the sum referred to in the order (to the extent of the non-booked positive balance of the User Account) via a bank transfer to the bank account of the User.

4.13. The Platform Operator shall make payments to the User only to the bank account disclosed to the Platform Operator by the User. The User has the right to request from the Platform Operator to make the payments only to the bank account registered to the name of the User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the EEA Agreement or in a state where equivalent money laundering and terrorist financing prevention measures are applied. The Platform Operator shall have the right to refuse to make a payment to the bank account that does not belong to the User or does not meet any other conditions set forth in this clause (the Platform Operator shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein).

4.14. If the User wishes to change the User Account's bank account number previously provided to the Platform Operator, the User shall inform the Platform Operator of the new bank account number via the respective application of the Platform, thereby confirming that the bank account has been opened in the name of the User and complies with other terms and conditions set forth in clause 4.9.

4.15. The User shall cover the transfer expenses for the transfers made by the User to the Platform Operator. Expenses related to the payments made by the Platform Operator to the User and other expenses related to the payments made for the purposes of execution of transactions and activities by the User shall be reimbursed to the Platform Operator by the User according to the price list established by the Platform Operator. The Platform Operator shall have the unilateral right to change the aforementioned price list by publishing the new price list in the Platform at least 5 (five) working days before its entry into force.

4.16. As a mandatary, the Platform Operator shall keep the funds transferred to him by the Users in the bank account, which the Platform Operator has opened on its name solely for this purpose in a licensed credit or payment institution, which is registered or operating in state, which is a Contracting Party to the EEA Agreement. The funds on the Platform Operator’s respective bank account are excluded from the Platform Operator’s assets. The Platform Operator shall keep the funds of the Users separately from its own funds. The funds transferred by the User to the bank account of the Platform Operator shall belong to the User to the extent of the positive balance of the User Account. The Platform Operator shall not calculate interest on the funds of the User kept with the Platform Operator and no such interest shall be payable to the User.

5. The conclusion of Credit Agreements

5.1. A User who wishes to lend funds (to conclude credit agreement as a creditor with a legal entity related to the Project represented on the Platform) selects a Project to conclude the credit agreement with. A User can lend funds only from non-booked funds that are displayed as a positive balance on their Account. A User cannot lend funds if the amount of credit to be lent and the sum paid to the Platform Operator upon executing the transaction exceeds the non-booked positive balance on their Account.

5.2. In order to lend funds, a User shall submit, through the respective application of the Platform, a declaration of intent to lend funds (i.e. an acceptance to lend funds), with which the User specifies the amount of credit offered by them and approves the conditions for the credit agreement (lending funds according to the offer set by Project and standard terms and conditions of a credit agreement established by the Platform Operator). The terms and conditions of the credit that are not specified in the acceptance to lend funds or the offer submitted by Project shall be governed by the standard terms and conditions of a credit agreement established by the Platform Operator. The acceptance to conclude credit agreement with legal entity related to the Project shall be binding to the lending User. The lending User cannot unilaterally withdraw or cancel the confirmed acceptance unless provided differently by imperative legal provisions or the credit agreement.

5.3. By confirming the acceptance to lend, the User shall authorize the Platform Operator to book the positive balance on the lending User’s Account in the extent of the credit amount indicated in the acceptance and the sum payable to the Platform Operator upon the execution of the transaction (i.e. the respective sum cannot be used for making other transactions or no requests can be made to have it transferred to the User’s bank account). If the legal entity related to the Project withdraws from the credit agreement, the Platform Operator shall automatically release the booked sum.

5.4. With the confirmation of the acceptance to lend, a credit agreement is concluded between the lending User and the borrowing legal entity related to the Project. Such agreement shall be considered as concluded from the moment when the lending User accepts the offer. The credit agreement shall become effective with the confirmation of the acceptance to lend.

5.5. Parties of the concluded credit agreement (User and legal entity related to the Project) have the opportunity to review the credit agreement in the Platform after the agreement has become effective. The following data is presented to both parties in the credit agreement: name, personal identification code/registry code and contact data.

5.6. If credit agreements in at least the minimum total loan amount have been concluded with the Project, the Platform Operator shall settle the amounts booked on User’s Account after the submission of acceptance as follows. The Platform Operator shall automatically debit the lending User’s Account by the credit amount. The Platform Operator shall automatically debit User Account in the extent of the sum payable to the Platform Operator for the execution of this transaction.

6. Issuing limited partnership fund's unit

6.1. A User who wishes to invest funds (by acquiring an unit of limited partnership fund, which shall invest assets in prescribed Project according to investment policy of the fund) selects an investment fund related to the Project and sends subscription application to the Platform Operator, which is acting as a fund manager of selected investment fund. The Platform Operator shall issue limited partnership fund's unit in accordance with partnership agreement of selected limited partnership fund.

6.2. If User becomes an owner of limited partnership fund's unit (where the Platform Operator is a fund manager), in addition to this Terms and Conditions to legal relations between the User and the Platform Operator is applicable terms, prescribed by partnership agreement of selected limited partnership fund. Partnership agreement of each limited partnership fund is available on the Platform.

6.3. For acquiring selected limited partnership fund's unit, the User can use only non-booked funds that are displayed as a positive balance on their Account. A User cannot use funds if the amount of issue price of limited partnership fund's unit and the sum paid to the Platform Operator upon executing the transaction exceeds the non-booked positive balance on their Account.

6.4. The Platform Operator acting as a fund manager have the right to issue the limited partnership fund’s units on behalf of the limited partnership fund. To acquire the limited partnership fund’s unit, the User must make a contribution in the amount specified in subscription application, which should be considered as the issue price of the unit.

6.5. To subscribe for the limited partnership fund’s unit, the User shall submit the subscription application to the Platform Operator (fund manager), the form and conditions of which as well as the manner of submission and other circumstances regarding submission are published on the webpage of the Platform Operator. The subscription application is not considered submitted if it does not comply with the form and conditions specified on the webpage of the Platform Operator.

6.6. Prior to acquiring of the limited partnership fund’s units, the User is obliged to thoroughly assess their knowledge and experience for investing into the limited partnership fund and also their financial and economic abilities. By acquiring the limited partnership fund’s units, the User is automatically considered to irrevocably confirmed that they are able to bear the risks and losses related to the investment, including complete loss of the investment and they are aware that they shall not be compensated the decrease in the value of the investment or its complete loss by way of any reimbursements or returns.

6.7. In order to enter the limited partnership fund, the User shall submit a subscription application to the fund manager. A person who meets all of the following conditions may submit a subscription application to the fund manager:

6.7.1. the amount of the contribution made by the User is bigger that minimal issue price prescribed by partnership agreement of selected limited partnership fund;

6.7.2. the User confirms in writing in the subscription application that they have sufficient knowledge or experience in the field of investing, and that they have been explained to about and understand the risks related to investing and holding the assets of the limited partnership fund, including when the limited partnership fund’s assets are held by a third party, and in case of insolvency of the third party, the limited partnership fund’s assets might not be partially or fully excluded from the bankruptcy estate;

6.7.3. the User confirms in the subscription application that they have thoroughly examined the partnership agreement, agree with it, and oblige to comply with it;

6.7.4. there are no circumstances regarding the partner arising current legislation which obstruct or exclude the fund manager concluding transactions with the person.

6.8. Upon receiving the subscription application, the fund manager (Platform Operator) shall verify the conformance of the person to the provisions of the partnership agreement. If the person conforms to the provisions of the partnership agreement and there are no circumstances that would cause the delay or refusal pursuant to the partnership agreement, the fund manager and the acquirer of the limited partnership fund’s units shall conclude the transaction, related to the issue of units.

6.9. If the fund manager (Platform Operator) decide to issue limited partnership fund's unit to User, the Platform Operator shall settle the issue price of the unit booked on User’s Account before the issuing limited partnership fund's unit. In this case the Platform Operator shall automatically debit the User’s Account by the issue price of limited partnership unit.

6.10. If the subscription application or the User does not conform to the requirements specified in clause 6.7, the fund manager shall have the right to refuse the subscription application by notifying the User submitting the subscription application to the contacts which was indicated in the subscription application.

7. The conclusion of other Agreements

7.1. A User can conclude other agreements with Projects represented on the Platform. In this case, for such transaction will applicable external terms and conditions, which User shall agree before concluding selected transaction.

8. Fulfillment of financial obligations via User Account

8.1. Fulfillment of any and all financial obligations resulting from transactions performed via the Platform and from the Terms and Conditions shall be carried out via User Account unless provided differently in the Terms and Conditions. No other financial obligations can be fulfilled or payments made through the User Account. Among other things, it is forbidden to make payments from User Account to another User Account or third parties.

8.2. A User may present declarations of intent (including making offers for concluding credit agreements as a creditor and for acquiring limited partnership fund units) through the Platform only in the amount of the non-booked funds reflected as positive balance on the User’s Account. The Platform Operator shall have the right to establish limitations or additional requirements regarding the minimum or maximum balances on User Accounts at its own discretion.

8.3. Upon presenting a declaration of intent (including making offers for concluding credit agreements as a creditor and for acquiring limited partnership fund units as an investor) the User shall give the Platform Operator an irrevocable order, without having to present additional declarations of intent, to debit the User Account in order to fulfil any financial obligations arising from the use of the Platform and execute transactions made through it pursuant to the Terms and Conditions, to the extent and at the time established in the transaction.

8.4. A User shall be obliged to ensure a sufficient non-booked credit balance on their Account in order to perform obligations arising from any transactions made by them in a due and timely manner. The User shall be liable for the violation of the aforementioned obligation according to the terms and conditions of the transaction underlying the obligation.

8.5. The Platform Operator shall have the right to use the funds transferred to them and reflected in the User Account for the purposes of executing the transactions and activities performed through the Platform by the User in accordance with the Terms and Conditions and the transactions concluded during the use of the Platform. Among other things, the Platform Operator shall have the right to use the respective funds for covering the debts of the User to third parties (if so provided by the legal acts or decisions of the courts or competent authorities) or the Platform Operator by executing the respective transactions within reasonable time. The Platform Operator shall not use and the User shall not request that the Platform Operator should use Platform Operator’s funds to fulfill the financial obligations of the User.

8.6. If the User Account lacks sufficient funds for fulfilling several obligations that have become simultaneously collectible, the payments made for fulfilling the obligations that have become simultaneously collectible shall be made proportionally to the amount of the obligation.

9. General Rights and Obligations of the User

9.1. In addition to other obligations set forth in the Terms and Conditions, a User shall be obliged:

9.1.1. not to use the Platform for illegal transactions or activities, including fraud, money laundering or other similar activities, and to be polite and respectful towards other Users and the Platform Operator;

9.1.2. to use the Platform through web browsers intended for general purposes and not through the programs that send automatic queries to the Platform for whichever purposes. It is forbidden to use, including but not limited to, robots, spiders, scrapers and other automatic data entry and processing devices. The User is forbidden to perform any activities that disturb or hinder Platform’s intended usage by the Platform Operator or other Users, including refraining from overloading the Platform’s computer network and servers;

9.1.3. to submit only truthful data and information upon registering the User Account. If the User discloses unverified or uncertain data or information during the usage of Platform, the User shall be obliged to indicate it upon disclosing such data or information. The User shall be liable for the damages caused by the violation of the obligation set forth in this clause with respect to the Platform Operator and other Users, first and foremost in case where the Platform Operator or another User has submitted a declaration of intent or executed a transaction presuming correctness of such false data. The Platform Operator does not verify the correctness of the information submitted by the Users and shall not take any responsibility for the correctness and truthfulness of the data submitted by the Users;

9.1.4. to keep the data and devices necessary for logging in to the User Account of the Platform in a manner that prevents third parties from gaining possession of them. However, if a third party enters the Platform through User’s User Account, any and all provisions arising from the Terms and Conditions shall apply;

9.1.5. to inform the Platform Operator immediately about transferring or losing the data and devices enabling logging in to the User’s Account to third parties and the usage of the Platform by the third parties, and about the risk of unauthorized use of the User Account that may occur respectively;

9.1.6. to inform the Platform Operator as soon as possible of any changes in the data submitted upon opening the User Account. Until the Platform Operator is informed of the changes in the data, the Platform Operator shall consider the data submitted by the User upon opening of the User Account as the valid data of the User.

9.1.7. pay to the Platform Operator fees for the use of the Platform in accordance with the price list of the Platform Operator, effective at the time of providing the respective service and pursuant to other agreements (if available) entered into with the Platform Operator.

9.2. Up until 1 (one) working day has passed from the receipt of the notice set forth in Article 9.1.5 by the Platform Operator, the declarations of intent and transactions made through the User Account shall be considered as the declarations of intent and transactions of the User of the respective User Account and they shall be binding for the User even if the User has not executed such transactions. The respective User shall be liable for the damages caused by the unauthorised use of the User Account, except in specific cases when the User’s liability is limited by the respective imperative provisions of applicable law.

9.3. In addition to other rights set forth in the Terms and Conditions, a registered User shall have the right to:

9.3.1. enter the Platform by using logging in functionality, which is secured by the necessary measures determined at the Platform Operator’s discretion;

9.3.2. use the functionalities of the Platform if the User complies with the requirements established for using the specific functionality;

9.3.3. review the User data saved by the Platform Operator, amend such data and request the Platform Operator to cease processing it in accordance with the provisions of Article 10.4;

9.3.4. with prior consent of the Platform Operator, authorize User’s representative to use User’s User Account and register him/her as the authorized User of the User Account;

9.3.5. provide feedback regarding the services offered by the Platform and respond to the surveys, including the service quality assessments, carried out by the Platform Operator.

10. Processing of User data

10.1. For the purposes of these Terms and Conditions, personal data shall be any and all data and information on a User who is a private person, which this User has disclosed upon registering their User Account, using the Platform and making declarations of intent via the Platform, or which the Platform Operator has learned about such User from third parties. Provisions of this chapter that refer to any data shall also be applicable to personal data.

10.2. By registering a User Account and/or disclosing data, the User shall ensure that any and all data submitted by them to the Platform Operator is truthful and up to date, and confirm that they are aware of and consent to the fact that any and all legally collected data regarding the User which are in the possession of the Platform Operator, regardless of their origin, shall be processed by the Platform Operator for the purposes related to the possibilities of use of the Platform and to the extent necessary for it, as well as according to the bases and procedure established in legal acts.

10.3. The User is aware of and hereby gives their consent in his/her name for validating the correctness of the data submitted to the Platform Operator and for obtaining additional data from third parties. For the abovementioned purposes, the Platform Operator has the right to forward the User’s data to third parties.

10.4. A User, who is a private person, has the right to withdraw their consent for processing personal data at any time, request to cease of processing of personal data, terminate the access to them and deletion or closing the collected personal data provided that the User related to them have no on-going process of concluding an agreement via the Platform and no valid agreement concluded via the Platform, and provided that the legal acts do not oblige the Platform Operator to save data. Upon withdrawing the consent to process personal data the User’s User Account shall be closed.

10.5. The Platform Operator shall be obliged to keep the Users’ data confidential and follow any and all rules arising from the Personal Data Protection Act of the Republic of Estonia. The Platform Operator shall have the right to disclose User’s personal data to third parties, including other Users, only in cases set forth in the law and Terms and Conditions.

10.6. The Platform Operator shall have the right to disclose (personal) data of a User to other Users of the Platform, persons belonging to the same group as the Platform Operator and persons who provide the Platform Operator with legal assistance, accounting, auditing or any other services, which presume processing of Users’ personal data, provided that the respective service provider has undertaken the obligation towards the Platform Operator not to disclose the respective personal data to third parties.

10.7. The Platform Operator shall have the right to process the data submitted by the User and data generated during the User’s use of the Platform at any time for statistical purposes and disclose the resulting statistical data, ensuring that it would be impossible to connect the data directly to any specific User.

10.8. The Platform Operator shall have the right to use the e-mail address and mobile phone number of a User for the purposes of forwarding to the User information, advertising and offers from the Platform Operator or its cooperation partners. The User shall have the right to choose, which notifications and offers they wish to receive through the Platform and refuse to receive offers from the Platform Operator and their cooperation partners, without their respective query through the Platform. Information on how to refuse the offers and advertising sent to the Users by the Platform Operator is available at the offer or advertising and/or settings of the User Account.

11. Intellectual Property

11.1. Any and all intellectual property rights to the Platform, including the structure, web design elements, texts and other components of the Platform, and the intellectual property rights related to them (including the intellectual property rights to trademarks, logos, brands, software, databases, news, messages, texts, graphic, musical and other design) belong to the Platform Operator, unless the rights of another person are referred to with regard to a component, or information has been entered by the Users of the Platform. Users shall not be allowed to change, reproduce, disseminate, process, translate, make extracts from, forward, include in other databases or make public the Platform or any of its contents or components or use it in any other manner that is beyond the intended purposes of the Platform without the prior written consent of the Platform Operator. Furthermore, the User shall not be allowed to grant sub-licenses for using the Platform or any of its contents or components or create new objects of intellectual property based on them.

11.2. The Users are allowed to publish only such material in the Platform for which they have intellectual property rights to the extent that is necessary for publishing the respective materials in the Platform and for granting the consent set forth in clause 10.3. A User shall be fully responsible for the materials published in the Platform by them and shall be obliged to compensate to the Platform Operator any and all expenses and damages caused (including indirect damages) that are related to the use of material published by the User in the Platform in an unauthorised manner or in a manner that otherwise violates rights arising from intellectual property.

11.3. With publishing of any material in the Platform by the User, the User shall give their unconditional and free consent to the Platform Operator to store, disseminate and publish such material in accordance with the Terms and Conditions and to change or process in any other manner to the extent that is necessary for the intended use of the Platform.

12. Liability

12.1. Although the Platform Operator shall take all measures to ensure correctness and reliability of information published in the Platform, the Platform Operator shall not be liable for publishing incorrect or misleading information in the Platform, or for a violation committed or being continuously committed through the Platform, or consequences thereof, of which the Platform Operator is not aware or for which it has taken measures for correcting the information, ending a violation or eliminating consequences thereof.

12.2. The Platform Operator shall not be liable for the correctness and completeness of information received from third parties if the Platform Operator forwards or discloses it in the Platform in the same format as it was forwarded or made available to the Platform Operator in any other manner. If a User discovers incorrectness of information contained in the Platform, they shall be obliged to inform the Platform Operator as soon as possible.

12.3. The Platform Operator shall not be liable for information, opinions and any other content published on websites belonging to third parties to which the Platform directly or indirectly refers or to which links have been published in the Platform.

12.4. The Platform Operator shall not be liable to other Users or third parties if a User violates an obligation set forth in the Terms and Conditions, any other agreement concluded with the Platform Operator, legal act or agreement concluded between User and third parties (including other Users). The Platform Operator shall be liable for the obligations arising from a transaction concluded through the Platform only if the Platform Operator is a party to a specific transaction.

12.5. If a User causes damages to the Platform Operator by violating any of the obligations, the User shall be obliged to fully compensate the respective damages to the Platform Operator at first request.

12.6. The Platform Operator shall not be liable for the damages that were caused to a User or third parties in relation to the fact that the Platform Operator used their legal remedies (e.g. removed information from the Platform or limited access to it, limited or restricted User’s access to their User Account or Platform), if it was necessary due to a complaint submitted regarding User’s violation, Platform Operator’s suspicion of violation or suspicion of unauthorised use of a User Account or directly due to the fact that information or a User’s conduct is in violation of the Terms and Conditions or legal acts. In such case the Platform Operator shall not be liable for the damages caused even if a complaint or suspicion was unfounded or it later appears that the case did not constitute a violation.

12.7. The Platform Operator shall not be liable for the temporary interruption in the access to the Platform or its functionality.

12.8. The Platform Operator shall be liable only for the direct proprietary damages to the User caused by the Platform Operator’s wrongful material violation of obligations. Other damages or loss of profit shall not be subject to compensation. The Platform Operator shall not be liable if a service provider or any other third party used by the Platform Operator causes the violation of obligations.

12.9. The Platform Operator shall not be liable for settling disputes between the User and third parties (including other Users) that arise from using the Platform but reserves the right to interfere in such disputes at their own discretion if necessary, and in case of violation of the Terms and Conditions, apply, including other possibilities, the provisions of Article 13.2.1.

13. Duration of Use of the Platform and Termination of Use

13.1. User Accounts in the Platform are opened without term. If a User have no valid agreements concluded via the Platform and they no longer wish to use the Platform, they can close the User Account and terminate the agreement concluded with the Platform Operator without advance notice. For that purpose, they need to click on the respective field in the settings of the User Account of the Platform or send the respective application to the Platform Operator to the e-mail address hi@roitok.com.

13.2. The Platform Operator shall have the right to limit or cancel a User’s right to use the Platform and close a User Account (as defined in clause 4.1), as well as to terminate an agreement concluded with a User at any time without advance notice if it appears that:

13.2.1. the User violates or has violated the Terms and Conditions or any other User obligations;

13.2.2. the User does not accept new Terms and Conditions upon first logging into the Platform after the new Terms and Conditions have been made available in the Platform;

13.2.3. the User has submitted to the Platform Operator or other Users data and/or information that is incorrect, misleading and/or inaccurate;

13.2.4. the User behaves upon using the Platform in bad faith, without dignity, illegally or in contradiction with the moral standards recognized in the society;

13.2.5. the Platform Operator has discovered a circumstance based on which there may be a suspicion that third parties have gained possession of the data and devices allowing logging into the User’s User Account and using of the Platform and the User Account could be used by an unauthorized person;

13.2.6. the User despite receiving the relevant request of the Platform Operator, does not submit documents or information that are necessary to perform Platform Operator’s due diligence obligations pursuant to current legislation or submitted documents or information do not remove the Platform Operator’s suspicion that the purpose of the business relationship or transaction may be money laundering or terrorist financing.

13.3. The Platform Operator shall have the right to close the Platform.

13.4. Upon closing the Platform or in cases set forth in clauses 13.1 and 13.2 (if the User can no longer use the Platform):

13.4.1. the transactions made through the Platform shall remain in force under the terms and conditions set forth therein and

13.4.2. the settlements arising from transactions made between the respective User and third parties (including other Users) shall thereafter take place through the bank accounts of the respective User and third parties (including other Users) on the basis of the payment orders given by such Users (for the purposes of clarity: after the expiry of the right to use the Platform, the Platform Operator shall not be responsible for making or receiving payments on behalf of the Users or third parties); and

13.4.3. the Platform Operator shall pay the positive balance registered in the User Account (as of the moment of expiry of the right to use the Platform), deducting the sums payable to the Platform Operator, to the bank account of the User within 10 (ten) working days from the expiry of the right to use the Platform.

14. Sending Notices

14.1. The notices sent to the User’s mailbox shall be considered as received within 24 hours of sending, including they shall be considered as received by all Users of the Sub-Accounts related to the respective User Account.

15. Other Conditions

15.1. Legislation of the Republic of Estonia shall be applicable to the use of the Platform in issues not regulated in the Terms and Conditions. If an article of the Terms and Conditions proves to be void due to contradicting the law, it shall not influence the validity of other articles.

15.2. Disagreements and disputes arising from the fulfillment of the Terms and Conditions shall be settled by the parties primarily through negotiations. The Platform Operator shall have the unilateral right to establish a procedure for extrajudicial settling of disputes. If settling of disagreements through negotiations is impossible, the dispute shall be settled in general court. If the User is a legal entity or a private person operating in its economic or professional activities, or a person who after commencing the use of the Platform has settled in a foreign state or whose place of business, residence or location at the time of filing an action is unknown, the competent institution for settling the dispute shall be Harju County Court.

15.3. The information published on www.roitok.com is protected by copyright. The use of all or part of the materials published by the Platform Operator is not permitted without the Platform Operator's consent. Consent can be requested by writing to hi@roitok.com.