1. General Terms and Definitions
Portal - Portal located at www.wisefund.eu maintained by Wisefund or any Affiliated Company;
Portal Homepage - www.wisefund.eu, where the Portal is located and opportunities to register and to use Portal Services offered.
Deal - User’s choice to enter into a Loan agreement with the selected Borrower on the selected Project of the Borrower listed on the Portal.
User - a natural person, EU resident, that has passed registration on Portal Homepage and is using Portal Services.
Registration Application - an application for registration of a User Profile, filled in by the User on Portal Homepage and submitted to Portal. Registration Application includes Identification Form.
Identification Form - part of the Registration Application filled in by the User for identification and know your client (KYC) purposes.
Identification - research of the User as an investor in accordance with AML legal regulation requirements.
AML legal regulation - Estonian, European and International legal acts on AML
AML - anti-money laundering measures and actions on prevention of terrorism financing Member State a European Union Member State or a state of the European Economic Area and Switzerland.
Bank - banking institution or electronic money institution duly registered and licensed in Member State
Payment Institution - payment institution duly registered and licensed in Member State and accepted by Wisefund.
PEP - politically exposed person – a person who in the Republic of Estonia, other Member State or third country holds or has held a prominent public office, including a higher official of the public authority, a head of the State administrative unit (local government), the Head of the Government, the Minister (the Deputy Minister or the Deputy of the Deputy Minister if there is such an office in the relevant country), the State Secretary or other official of high level in the government or State administrative unit (local government), a Member of Parliament or a member of similar legislation entity, a member of the management entity (board) of the political party, a Judge of the Constitutional Court, a Judge of the Supreme Court or of the court of other level (a member of the court authority), a council or board member of the Supreme Audit Institution , a council or board member of the Central Bank, an ambassador, a chargé d`affaires, a high-ranking officer of the armed forces, a council or board member of a State capital company, a head (a director, a deputy director) and a board member of an international organization, or a person who holds equal position in such organization.
User Profile - a User-registered and password protected individual User’s page on Portal Homepage, available to the User upon registration for the use of Portal Services and management of User’s Sub-Account.
User Identification Number - a unique identification number, generated by Portal and assigned to the User, intended for identification of the User while using Portal Services.
User’s Bank Account - a settlement account opened in the name of the User in any licensed credit institution of the European Economic Area or Switzerland.
User Request - expression of User’s will to acquire a Portal Service, to conclude a Deal selected by the User, in the amount, specified by the User.
Loan Agreement - a loan agreement or other financing agreement, concluded between the User as a lender and the Borrower as a borrower.
Lender - the User who has entered into contractual relationship with the Borrower providing funds to the Borrower under the Loan Agreement.
Borrower - a legal person that has entered into a Loan Agreement with the Lender and received funds from the Lender.
Interest - a remuneration for the use of loan funds, which is calculated according to the terms of a specific Loan Agreement.
Claim Right - the right of claim to the Borrower, resulting from the Loan Agreement. Claim Right consists from principal, interest and other related claims in whole or in part in accordance with the Loan Agreement. The amount of Claim Right of the Lender is limited to Amount of Claim
Affiliated Company – Wisefund Capital Kft, registration number 01-09-344890, a partner company of the Portal and/or any other entity that, directly or indirectly (through one or more intermediaries), controls, is controlled by, or is under common control with Wisefund.
2. User Registration, Identification and Conclusion of User Agreement
2.1. Before the submission of Registration Application the User confirms to Portal that he meets and will meet the following requirements to the User throughout the entire period of use of Portal Services:
2.1.1. The User is an adult natural person, EU, Iceland, Liechtenstein, Norway or Switzerland resident;
2.1.2. The User has a User’s Bank Account opened in a licensed credit institution of the European Economic Area or Switzerland;
2.1.3. No insolvency proceedings are declared in relation to the User and no signs of insolvency of the User have been revealed;
2.1.4. No restrictions of legal capability for the User as a natural person or a representative of the User have been imposed and no such restrictions exist;
2.1.5. The User is not under the influence of alcohol, narcotic, psychotropic or any other intoxicating substances.at the moment of submission of Registration Application.
2.5. The following information and documentation shall be presented by the User for the Identification:
- first name and surname;
- personal identification number;
- date of birth;
- identity document data;
- communication information (phone, e-mail);
- communication language;
- bank account(s) information;
- financial data (incl. data relative to the origin of user’s funds invested).
- Copy of either a passport or ID card;
- Information on Investor’s Tax Residence; Address in the country of Tax Residence;
- Information whether Investor is PEP or its family member or not.
2.6. Wisefund does not accept legal persons registration as Users.
2.7. The Investors shall also provide the information on origin of the funds invested using the Portal and keep this information up to date.
2.8. If Wisefund can not verify the identity of User with reasonable certainty or to receive the reliable information on origin of the funds it will not establish a business relationship or proceed with investing. If a potential or existing User either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, Wisefund shall refuse to commence a business relationship.
2.9. Portal additionally identifies the User and the User Agreement is concluded according to the data specified in the wire transfer from the User’s Account in a Bank or Payment Institution, by means of which the User deposits funds to Portal Bank Account, provided that:
2.9.1. the User’s Bank Account details correspond to those provided in the Registration Application and the Identification Form. The User is responsible for matching of these data. If the User’s Bank Account details do not comply with the data provided by the User or using the payment details is not possible to identify the User as the payer, the Portal is entitled to suspend the Sub-Account and to request the explanations or confirmations, necessary on the Portal’s own discretion;
2.9.2. the User specifies the User Identification Number as the purpose of payment to Portal Bank Account;
2.9.3. the Bank or the Payment Institution is duly registered and licensed in the European Economic Area or Switzerland.
2.11. Portal has a right to request from the User additional documents and information proving the identity of the User at its own discretion. To this end, Portal is entitled to use the data provided in the Registration Application, submitted by the User. Portal has a right to require the User to prove his identity during a personal visit of the User to a specific meeting place and time, priory specified by Portal.
2.12. Upon completion of registration and successful Identification of the User Portal allows the User to start using the Portal Services. At the identification stage, after examination of information and documents submitted by the User, the Wisefund, at its own discretion, may reject the User and prohibit the usage of the Portal Services.
2.13. To sign in to the User Profile, the User shall pass authorization on Portal Homepage by using the email address and password, provided in the Registration Application. The User has a right to change the email address and password, used for authorization, in the order as described on Portal Homepage.
2.14. The will of Portal to enter into the User Agreement is expressed by the offer to register on Portal Homepage, addressed to the User.
2.15. The wire transfer of funds to Portal Bank Account made by the User is deemed to be an expressed conclusive action – the will to conclude a User Agreement. The funds received by Portal from the User are deemed to be an advance payment of funds necessary for the User to conduct business.
2.17. Before starting to use of the Portal Services the User confirms that one has read and understood the Personal Data Protection Policy of Wisefund.
3. Depositing of Funds to Portal Bank Account, Reflection in the User’s Sub-Account and payout.
3.1. The User’s Sub-Account is created simultaneously with registration of the User Profile on Portal Homepage.
3.2. Sub-Account is not a separate stand-alone account in terms of bank services or payment system services. Sub-Account is an individual accounting system that provides the User with a service for recording Deals carried out using the Portal.
3.4. The User has a right to replenish his Sub-Account only in his own name. The Portal will not accept the funds if the payer is not confirmed directly by the User’s Bank or the User’s Payment Institution or if the User’s Identification number is not specified in the purpose of the payment. Confirmations on the payer’s identity sent by the User will not be accepted by the Portal. The Portal on the User’s request gives instructions on the confirmation wording acceptable by the Portal. The User undertakes to agree with the Portal on this wording before making fund transfer to the Portal Bank Account.
3.5. After receiving of the funds, deposited by the User to Portal Bank Account, Portal reflects an equivalent amount of funds on User’s Sub-Account.
3.6. In case the User has not specified the user Identification Number when making wire transfer of funds to Portal Bank Account or has specified the wrong one, Portal has a right either to keep the funds until it receives a confirmation from the User that the funds are owned by the User or to transfer the funds 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 Sub-Account).
3.7. The User shall transfer the funds to Portal Bank Account in euros (EUR). Should the User deposit funds in other currency, Portal shall have a right:
3.7.1. To return the funds to the person who made the transfer, retaining commission according to the Price List;
3.7.2. To perform conversion of the funds into euro (EUR) according to the exchange rate of the bank or payment institution, which the Portal Bank Account is opened with;
3.7.3. To request documentation to prove the source of funds to comply with AML regulations.
3.10. In terms of the Civil Law the User’s funds, deposited to Portal Bank Account, are the expenses necessary to conduct business. The funds, deposited by the User, can be used only for acquisition of Portal Services by the User.
3.12. In the User Profile, the User has access to reports on the status of his Sub-Account and the history of actions performed on the Sub-Account.
3.14. In case of closing the User Profile, Portal transfers the User’s funds to the User’s Bank Account. The Portal is entitled to suspend the payout if there any documents or information outstanding that is necessary for Identification and KYC purposes until the requested documents and information are submitted by the User and accepted by the Portal in accordance with these terms. During the time of the suspense the Portal shall keep the funds reflected in the User’s Sub-Account. Starting from the 14th (fourteenth) day the Portal may retain a commission fee of 0.5% daily of the amount of funds on the User’s Sub-Account.
3.15. The Portal is not responsible in case the funds, deposited by the User, are blocked/arrested/collected by governmental authorities due to any illegal actions carried out by the User.
4.1. Portal is an online platform and loan investment opportunities presenter and it provides services related to enter and/or become acquainted with a targeted loan proposals of Borrowers as well as accounting system services related to such proposals. Portal does not provide services falling under the definition of a credit institution or payment system.
4.2. Upon registration and authorization on Portal the User has a right to use Portal Services, published on Portal Homepage and available to the User.
4.4. While using Portal Services, the User is obliged to follow the following general terms:
4.4.2. The User uses Portal Services according to the amount of funds available on Sub-Account.
4.5. The User has a right to use an unlimited number of Portal Services within the amount of the funds on its Sub-Account.
4.6. Portal registers User Requests sequentially in the order of their submission. Portal has a right to change the order of execution of User Requests.
4.7. By submitting a User Request for closing of a Deal to Portal, the User acts solely on the basis of his will to close a Deal, authorizing Portal to reduce the amount of funds of the User, reflected on Sub-Account, in accordance with the terms of the Deal. By means of User Request the User entitles Portal to acquire and to maintain the Portal Service, selected by the User and in the amount specified by the User, on behalf and for the benefit of the User.
4.9. The Loan Agreement is deemed to be concluded from the moment when the User has confirmed his will to close the Deal.
4.11. The Loan Agreements, concluded by the User, are freely available to the User in the User Profile.
4.12. Portal maintains the payments that are due to the User in accordance with the terms of the Loan Agreements concluded, including receiving the funds from the Borrower, credited to Portal, and distribution of them according to the amount of the interest and the principal, reflecting the according transfer in User’s Sub-Account.
4.13. Portal shall perform the actions, specified in Clause 4.12, in the following order:
4.13.1. Principal of the Loan shall be distributed between all Users that have entered into the Loan Agreement with the Borrower proportionally in accordance with the existing amount and terms of the Loan Agreement to the Borrower;
4.13.2. The User shall receive Interest and other related claims according to the terms of the Loan Agreement;
5. Terms of entering into the Loan Agreement
5.1. Portal places the Portal Services, listed Borrowers and/or Borrower projects, within the frame of which the User is offered to enter into the Loan Agreement with the Borrower on selected detailed project.
5.4. Portal has a right to determine the minimum and maximum sum of Loan Agreement with the Borrower or the selected project of the Borrower, specifying the minimum or maximum amount to the User at the selection section of the Loan opportunity.
5.5. By concluding the Loan Agreement, the User becomes the Lender to the Borrower. The User is aware that the Loan Agreement amount is not or may be not inclusive of all existing debt claims to the Borrower as other users of the Portal might have entered into the Loan Agreement with the selected Borrower or the selected project of the Borrower.
5.6. The User agrees that the Borrower may return the Loan Amount and end the Loan Agreement before the end date of the Loan Agreement, but not earlier than 3 months after the commencement of the Loan Agreement.
5.9. In the case if target of the loan request is not reached, i.e., the Loan Opportunity is not fully funded, the User receives the invested principal into his/her sub-account. Portal does not credit User’s sub-account with any interest payments in such cases.
6. Rights and Obligations of the User
6.2. The User undertakes:
6.2.1. To provide only accurate information to Portal when registering the User Profile and using Portal Homepage;
6.2.2. To notify Portal immediately in case of change of User’s name, surname, email address, User’s Bank Account number or other information submitted in the Registration Application and Identification Form. The User shall make the respective amendments / updates in the Identification Form and to add the documents, certifying the changes (where applicable);
6.2.3. To use only secure electronic communications, facilities and equipment for data transmission;
6.2.4. To take all necessary security measures to avoid the access of third parties to the User Profile;
6.2.5. To respond to Portal requests immediately;
6.2.7. Not to use Portal Homepage for the performance of illegal actions;
6.2.8. To assess Portal Services and the risks continuously and responsibly before making a User Request;
6.3. The User is aware that it the User Profile can only be used by the User. The User has no right to give the email address and password to third parties.
6.4. The User is aware and agrees that the third parties that have the opportunity to gain access to User’s devices or that get to know the User Password are able to make User Requests and thus to enter into commitments in the name of the User. Shall any actions be performed on Portal Homepage with the User Profile, using correct email address and password, Portal has the right to assume that they are performed by the User himself.
6.5. The User is obliged to choose a strong password for the User Profile. A password is considered to be a strong password provided that it consists from combination of numbers and characters, uppercase and lowercase letters.
6.6. The User is obliged to remember the password of the User Profile, avoiding writing down the password, as well as to change or update the password regularly, but not less than it is required by Portal.
6.7. In case the User Profile password has become or may have become known to third parties, the User is obliged to inform Portal about this fact immediately, using email or phone number duly verified upon the registration and identification of the User. Upon receipt of this information Portal shall block access to the User Profile in shortest possible time.
6.8. User Profile shall be blocked in case the password of the User Profile is entered incorrectly 5 (five) times in a row.
6.9. In case the User Profile is blocked, the User is entitled to restore the access to the User Profile by contacting the Portal using email or phone number duly verified upon the registration and identification of the User and fulfilling the Portal’s instructions.
6.10. The User certifies that when using the Portal Services the User considers himself not a consumer, but a person which performs economic activity.
6.11. The User undertakes to pay all the taxes applicable to its activity on the Portal and to the profit earned using the Portal Services in accordance with the legal tax regulation of the User’s country of tax residence. The Portal is entitled to provide yearly tax statements available to download on the User’s Profile for the previous year not later than 3 months after the financial year has concluded.
6.12. The User ensures the availability of funds in User’s Sub-Account, sufficient for the execution of User Requests. In case the Sub-Account balance is insufficient, Portal denies the User Request for closing a Deal.
6.13. The User undertakes not to revoke the authorities, given to Portal, for the entire term of validity of User Agreement and other agreements related to the Portal Services.
6.14. The User undertakes not to disclose contractual information related to the Loan Agreement except cases required by the law.
7. Rights and Obligations of the Portal
7.1. Portal offers and provides the Portal Services to the User and renders the Portal Services, published on Portal Homepage.
7.3. Portal certifies that the Portal Services, published on the Portal Homepage, are true and real. Portal is not responsible for the correctness of the information received from the Lender and provided to the User via Portal Homepage.
7.5. Portal has a right to consider that the User, by making User Request, expresses his will to obtain a Portal Service.
7.7. Portal maintains the agreements, concluded by the User.
7.9. Portal is not obliged to distribute the funds that are due to the User as well as to make any other payouts to the User before it receives the funds, due to the User, from the Borrower under the terms of agreements concluded by the User.
7.10. Portal certifies that it provides Portal Services in accordance with the existing regulations of the Republic of Estonia.
7.11. Portal is entitled to correct errors in the User Profile, if any are found.
7.12. Portal is entitled to reject Registration Application of the User without specifying the reason.
7.13. Portal is entitled, on its own discretion, not to provide the Portal Services, selected by the User, and/or to block and/or to close the User Profile in the following cases:
7.13.1. Portal has any kind of doubts about the identity of the User, suspicion of illegal origin or intended use of the funds, deposited by the User to Portal Bank Account;
7.13.2. The actions of the User on Portal Homepage are unclear or atypical;
7.13.3. Portal has suspicions that the actions of the User on Portal Homepage may be associated with legalization of proceeds from crime, terrorism financing or an attempt of such action;
7.13.4. The User has bad reputation in the opinion of Portal;
7.13.5. There is an extrajudicial dispute or court proceedings conducted between Portal and the User;
7.13.6. Insolvency process of the User is declared, or insolvency process was announced in relation to the User as a natural person during the last 3 (three) years, within the frame of which liabilities have been discharged;
7.14. The Portal is entitled, but not obliged, on the basis of the User’s request to instruct the legal advisers which the Portal is cooperating with to represent the User’s rights in debt collection process if the default of the Borrower or the Lender occurs.
7.15. Wisefund may at its sole discretion and at any time and without the consent of the User or any party to Loan Agreement:
7.15.2. Delegate to any Affiliated Company the performance of any Portal Services (including receipt of payments from User and making of payouts to User).
7.17. Any information available on www.wisefund.eu does not constitute a proposal, offer, advice, advertisement, call for action, etc. unless it is clearly marked as such. The User will select and use the services provided by the Portal upon its free discretion and decision and to the extent decided by the User.
7.18. The Wisefund or any Affiliated Company maintaining the Portal shall have the right to close the Portal.
8. Responsibility of Portal and the User
8.1. Nether Portal nor the User shall be liable for failure to fulfill their obligations if the failure to fulfill obligations is arisen by force majeure circumstances, which do not depend on the will of the parties. Force majeure are the circumstances that the parties previously could not foresee and influence them, including, but not limited to large-scale power outages, military acts, strikes, pickets, natural disasters, changes in industry regulations, as well as other reasons that the parties could not foresee or prevent. After termination of force majeure circumstances Portal and the User are obliged to immediately keep fulfilling their obligations as soon as possible.
8.2. Portal shall bear responsibility for:
8.2.1. Direct losses which Portal caused to the User with illegal actions (or inaction) of the Portal to the extent the Portal can be blamed in the occurrence of such losses. The responsibility of Portal is limited to the amount of funds available on User’s Sub-Account at the time of occurrence of losses;
8.3. The Portal shall be liable only for the direct proprietary damages to the User caused by the Portal’s wrongful violation of obligations. Other damages or loss of profit shall not be subject to compensation. The Portal shall not be liable if a service provider or any other third party used by the Portal causes the violation of obligations.
8.5. Portal shall bear no responsibility for:
8.5.1. The losses incurred as a result of malfunction or technical equipment of means of communication, which provide such functions as the activity of credit institutions, communication with credit institutions, Portal Homepage maintenance etc.;
8.5.2. Solvency of the Borrower or the Affiliated Company; and therefore the User does not have the right to make any claims of financial nature against Portal or Wisefund directly in relation to the agreements concluded by the User;
8.5.3. The losses incurred by the User as a result of the Borrower’s or the Lender’s default;
8.5.4. The accuracy of information provided by the Borrower as well as for any illegal actions of the Borrower;
8.5.5. The losses incurred by the User as a result of resale of the Loan Agreement at a price under the price the Loan Agreement was entered into;
8.5.7. Possible liabilities resulting from regulations that may arise for the User in relation to the Portal Services, used by the User.
8.6. The User shall bear responsibility for:
8.6.1. Validity, accuracy, relevance and completeness of all information provided to the Portal;
8.6.2. Actions performed on Portal Homepage, including in the User Profile;
8.6.3. The losses that the User caused by his actions (or inaction) to Portal, the Lender or the Borrower;
8.6.4. The losses caused by third parties as a result of unauthorized access to the User Profile, if the access to the User Profile has been admitted by the User, including if the User has disclosed the data of the User Profile, has allowed access of third parties to the User’s devices, etc.;
8.6.5. The security of electronic devices Portal Homepage is accessed from.
9. Termination of Agreement and Closing User Profile
9.2. Portal is entitled to terminate the User Agreement unilaterally by prior notification at least 30 (thirty) days before. In this case the User Agreement is terminated on the day when the User has no longer valid Loan Agreements.
9.3. The User is entitled to request termination of the User Agreement.
9.4. To terminate the User Agreement, the User shall send an according request to Portal from the email address, specified in User Profile. Portal shall reply to that request proving the fact of termination of the User Agreement. If at the time of termination of the User Agreement there are relevant and valid Loan Agreements or User’s outstanding obligations towards the Portal or third parties, the Portal shall prohibit User from using Portal Services, including to enter into new Deals, but shall allow access its Sub-Account until all obligations are fulfilled.
9.6. Portal is entitled to close the User Profile in the following cases:
9.6.1. Termination of the User Agreement;
9.6.3. The User has not used the User Profile for at least a year;
9.7. Upon closing the User Profile in the case set forth in Clause 9.6.3, the User Agreement is deemed to be terminated on the same day and the funds on the User’s Sub-Account shall be transferred by the procedure laid down in the clause 9.5.
9.8. Portal shall notify the User about closing of the User Profile and/or termination of the User Agreement by sending an e-mail to the User to the User’s email address
10.1. Any information, following from the User Agreement and Loan Agreements, is considered to be confidential in the part that is not published on the Portal. General terms of these agreements are available on the Portal Homepage.
10.3. The User agrees not to disclose to third party the information related to Portal Services that may affect the interests of Portal, the Lender or the Borrower.
10.4. The password for the User Profile is confidential information that Portal and the User undertake not to disclose to third parties.
11. Other Terms and Conditions
no separate note then any amendment shall become effective on the 8th day after its publication at the Portal. Before amendments become effective User may terminate this User Agreement according to Clause 9.4 otherwise it shall be considered User has agreed to the amendments.
11.3. The User and Portal agree that it is assumed for calculation purposes that a year consists from 365 days.
11.4. Time accounting shall be EET (Eastern European Time) based.
11.5. The term “business day” refers to the working days in the Republic of Estonia.
11.8. The correspondence between the User and Portal shall be in writing and sent via Portal Homepage, by e-mail or by mail to the declared address of the place of residence or legal address.
11.8.1. The correspondence sent via Portal Homepage is considered to be received on the day of the dispatch.
11.8.2. The correspondence sent to the User’s email is considered to be received on the day after the dispatch.
11.8.3. The correspondence sent by mail is considered to be received on the seventh day after dispatch.
11.9. The legal relations, resulting from the User Agreement, are regulated by and are subject to the regulations of the Republic of Estonia.
11.10. The disputes, resulting from the User Agreement and/or Portal Services, shall be solved by the Parties by negotiations, but in case of judicial disputes are considered by the courts of general jurisdiction of the Republic of Estonia.
11.13. All agreements, concluded via the Portal Homepage, are stored in Portal database in portable document format (.pdf) file format for the period specified in the Personal Data Protection Policy and the applicable law.