The Borrower is willing to receive, and the Lender agrees to provide the Borrower with a Loan which may be secured against the Borrower’s Security.
The Loan is granted for the purpose of providing financing to the business activities of the Borrower. Borrower confirms that if he is an individual, he is not a consumer in the sense of any law applicable and shall use the Loan for its business purposes.
Agreement means full pack of contractual documents, construing Loan agreement, which consists of the General conditions (this document), including Security Provisions and any separate agreements or documents forming the Security, as well as Special conditions and any other document incorporated in the listed documents by reference or separately agreed by the Parties or published by the Borrower on the Platform if such document directly or indirectly references this Agreement.
Associates means us and each and every one of our respective shareholders, subsidiaries, employees, contractors, agents, directors, officers, partners, affiliates, insurers, advisors, service providers, attorneys, licensors and successors;
Business Day means a day other than a Saturday, Sunday or public holiday in Lithuania, when banks in Lithuania are open for business. In case any payment or transaction is related with any service providers from other countries, business day is defined taking into considerations public holidays in that country as well.
Default interest means the daily interest rate you undertake to pay to us due to failing to pay any payments under the Agreement on time. It is calculated on the basis of any undelivered payment under the Agreement and counted every day from the moment such payment is due. The size of it is indicated in Special conditions.
Event of Default means any event or circumstance listed in clause 1
Fee means any fee you shall pay or have paid under this Agreement as specified in Special conditions. It may be Application fee, late payment administration fee, etc.
Force Majeure Event means any event beyond the Lender’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Lender’s reasonable control (each, a "Force Majeure Event"). Parties agree that Coronavirus-19 pandemic and circumstances related directly with this pandemic or similar situations do not constitute Force Majeure Event.
General conditions mean this document as part of the Agreement, where key rules for our relationship, as well as general provisions regarding the Loan transaction and granting of Security are set.
Indebtedness means any Borrower’s obligation to pay or repay any amounts of money or assets, present or future, whether actual or contingent, sole or joint and any guarantee or indemnity of any of those obligations to the Lender, it in all cases covers but is not limited to such payments as Loan repayment, Interest or Default interest payments, fees, expenses or other payments of any kind under the Agreement.
Interest means the general interest, which is calculated as the annual interest rate you undertake to pay to us for the use of the Loan on the basis of delivered and not repaid Loan amount and counted every day from the moment Loan was granted till full repayment of the Loan and payment of all Indebtedness. The size of Interest is indicated in Special conditions.
Loan means amount of money we grant you while you take obligation to return it under the terms of the Agreement. Loan amount is always calculated in EUR, but can be delivered both in EUR or other fiat currency, if allowed by us. Loan amount is indicated in Special conditions.
Maturity date means date, when the repayment of the Loan in full amount and any outstanding fees and charges if not due earlier, must be done. It is indicated in the Special conditions.
Parties or the Party means The Borrower and the Lender collectively or separately.
Platform means platform “Bankera”, which is available at bankera.com or through the relative apps if it is allowed, where you can apply for the Loan.
Schedule means the payment schedule indicating the repayment of Loan, payment of Interest and other payments you shall make under the Agreement. It is indicated in the Special conditions.
Security means any mean of security (your or third - party guarantee, suretyship, promissory note, etc.) that Parties agree in Special conditions as acceptable to secure the Loan, any Indebtedness and all your contractual obligations under the Agreement, which may be provided by the Borrowers itself or other third party. Security details are indicated in the Special conditions.
Security Provisions mean the provisions in the Agreement (including all Security related documents) regarding the granting of the Security by the Borrower to the Lender.
Special conditions mean additional document to this Agreement, where individual provisions regarding the Loan transaction and granting of Security are set.
Wallet means Borrower’s digital account on the Platform.
We, us or the Lender mean the company which seeks to grant the Loan: UAB “Pervesk”, legal entity code 304553371, registered address Rinktinės str. 5, 09234 Vilnius, Lithuania.
You or the Borrower means the user of the Platform, who seeks to take the Loan and whose exact credentials are indicated in Special conditions. You shall be properly established and operating in a form of corporate legal entity or legal arrangement (such as association, partnership, corporation, other body corporate, trust, and any other form of legal organization or entity permitted by the law of country of establishment) or in case of natural person, have full legal capacity to lawfully enter into and form contracts under applicable law.
Interpretation rules, setting that in the Agreement:
clause and paragraph headings shall not affect the interpretation of the Agreement;
a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person's personal representatives, successors, permitted assignees and permitted transferees;
unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular;
a reference to a party shall include that party's successors, permitted assigns and permitted transferees;
a reference to a time of day is to Lithuanian time;
a reference to writing or written includes e-mail and provision of information via Platform;
an obligation on a party not to do something includes an obligation not to allow that thing to be done;
any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
a reference to an amendment includes a novation, re-enactment, supplement or variation (and amended shall be construed accordingly);
a reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description;
a reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
a reference to continuing in relation to an Event of Default means an Event of Default that has not been remedied or waived;
a reference to determines or determined means, unless the contrary is indicated, a determination made at the discretion of the person making it;
a reference to a disposal of any asset, undertaking or business includes a sale, lease, licence, transfer, loan or other disposal by a person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions); and
a reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation with all the amendments made.
These General conditions agreement contains the standard terms and conditions that will apply to and govern each Loan transaction that is entered into between you and us and implementation of all related obligations.
The individual principal provisions of the Loan transaction that is entered into between you and us are set forth in Special conditions, which are also part of the Agreement.
In order to protect the Lender from insolvency of the Borrower, Borrower may provide Security to the Lender pursuant to the grant of Security provisions contained in General conditions and other Security related documents (letter of guarantee, promissory note etc.).
The Agreement is also applied and interpreted together with any other additional documents provided together with the Agreement or separately made available on the Platform, such as any other agreement or our technical requirements, statements, guidelines or principles, including all updates of these documents and the information, which all are integral parts of the Agreement and together constitute one document, which regulates the provision and use of the Loan and governs the relationship between you and us.
3. Subject of the agreement
Under the terms and conditions provided for in the Agreement, including all its parts, Lender may, at its discretion, grant to the Borrower the Loan, and the Borrower undertakes to provide Security, repay the Loan, pay the Interests and Fees or any other Indebtedness under the Agreement and execute all other obligations provided in the Agreement.
The Borrower shall use the Loan borrowed under the Agreement for:
purposes associated with its business, trade, craft or profession (not consumption purposes). Borrower (legal entity or natural person) must at all times ensure compliance of this condition;
a very specific purpose if it is agreed in Special conditions.
The Lender may but is not obliged to monitor or verify how the Loan is used. However, the Borrower undertakes to provide the Lender with a proof of use of the Loan specified in the Agreement under the Lender’s request.
5. Conclusion of the agreement
This Agreement is concluded when we provide you the Agreement and our positive decision after you apply for the Loan through the Platform, fill in the individual provisions of the Special conditions and agree to and sign all contractual documents of the Agreement.
Depending on your jurisdiction and law of your jurisdiction, you may not be able to conclude the Agreement. We reserve the right to solely select our markets and jurisdictions to operate and may restrict or deny availability of the Loans to certain countries and jurisdictions.
Borrower acknowledges and agrees that the Agreement may be executed and delivered electronically via the Platform, e-mail or other electronic solution, or by exchanging a physically signed copies of the Agreement via electronical means of communication without additionally exchanging the signed hard copies between the Parties and that Borrower’s electronic signature (electronic approval in the Platform by clicking relevant buttons, marking checkboxes and approving the consent with secure authentication codes (SMS or approval via applications) or provision of signed and scanned document, or electronical approval in another digital document signing platform) shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law. Such signature shall have mandatory legal effect both for the Parties and any third party.
Parties agree and Borrower confirms that Agreement or any document signed as described above, is equal to a written document under applicable law, signed by both Parties, and will have the same binding effect to the Borrower as written document.
By signing (accepting via the Platform) the Agreement, the Borrower confirms that this Agreement, including all parts of the Agreement such as General conditions with Security Provisions, Special conditions and all the information available on the Platform have been carefully reviewed and all terms and conditions are in accordance with the actual will and intentions of the Borrower and it independently on its own risk is entering into the Agreement without having any claims against the Lender regarding the procedure of the conclusion of the Agreement, its form or any procedure regarding identification of the Party.
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
6. Loan delivery
Loan shall be delivered in the amount indicated in the Special conditions within 5 (five) Business Days after the Borrower signs the Agreement or within any other period if agreed so in Special conditions, provided the Borrower has submitted to the Lender all requested documents, provided Security, paid all applicable Fees and satisfied all other conditions set in the Agreement. The Lender has a right unilaterally to extend this term at its own discretion due to the below mentioned or other reasons and shall not be liable for the Borrower’s or any third-party losses in connection with such extension.
Due to legal requirements, requests from the authorities or internal risk management procedures, the Lender at any time can conduct any check of the Borrower or of the Security provided or its provider, including but not limited to Know Your Customer (KYC), due diligence, check of the solvency and activities, on-site inspection and any other procedures, while the Borrower obliges at its own costs provide all requested information and documents in accurate and true manner, ensure possibility for the on-site inspection.
By submitting this or any other information as may be required, you verify that the information is accurate and authentic, correct and not misleading or otherwise deceptive, does not violate any law, statute, or regulation, and you agree to update us if any information changes.
You will thereby authorize us to, directly or through third parties make any inquiries we consider necessary to verify your identity, evaluate your creditworthiness and solvency, and/or to protect against fraud or detect money laundering, financing of terrorism or any other financial crime, including, but not limited to, to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth) or to query any other information which may be required under the applicable law or our internal procedures to verify your creditworthiness, and to take any action we reasonably deem necessary based on the results of such inquiries and reports. Where necessary, you will have to specifically authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests or, alternatively, obtain any such data on your own and submit in to us in a manner reasonably required by us.
If you do not provide information or documents required, or it occurs they are false or misleading, or the Borrower does not ensures possibility to perform on-site inspection or does not pass the check, the Lender has a right not to grant the Loan or immediately request Loan repayment, use Security for the Loan repayment or payment of any Indebtedness under the Agreement, require additional Security or perform any other legal action as described in clause
The Lender keeps a non-negotiable right to refuse to deliver the Loan at its sole discretion without specifying any reasons. In such case, Lender shall refuse all its rights from the Security, return any original Security document (s) to the Borrower and this action shall be treated as the termination of the Agreement. The Security shall be returned, or it shall be refused in 5 (five) Business Days after the Lender takes decision not to deliver the Loan. However, the Lender has a right to unilaterally extend this term on reasonable grounds and shall not be liable for the Borrower’s or any third-party losses in connection with such extension. The Lender’s refusal to deliver the Loan or any part of it requires no additional notice to the Borrower. The Borrower in no case has the right to require the delivery of the Loan.
The Loan shall be delivered (withdrawn) in EUR (or other fiat currency if agreed in Special conditions) to the Wallet or to other account if it is agreed in Special conditions.
The Borrower releases the Lender from all, and any liability and the Lender shall not be liable for the Borrower’s or any third-party losses in connection with the non-delivery of the Loan or keeping the Security until it will be returned to the Borrower.
7. Conditions precedent
The Lender's obligation to deliver the Loan is subject to the conditions precedent that:
Borrower meets all the requirements and has satisfied all the conditions set in the Agreement and the Platform.
the representations and warranties in clause 15 are true and correct in all material respects and will be true and correct in all material respects immediately after the Lender has made the proposed Loan; and
no Event of Default is continuing or would result from the proposed Loan.
Borrower provided the Security to the Lender (if it is applicable), ensuring that all relevant documents were properly signed by authorised persons and provided to the Lender.
Borrower successfully completed all registration, verification and other procedures required in the Platform or as separately requested by the Lender.
Borrower provided all documentation regarding its financial position and solvency (including all information about any existing Borrower’s obligations to third parties, received and provided guarantees, sureties, concluded means of security of obligations as well as all other information that may have the material impact on conclusion and implementation of the Agreement) and source of income, and no information was hidden, concealed or not provided to the Lender for the purpose intentionally or not.
Any of the financial ratios, specified in Special conditions, are conformed to.
There is no circumstance present which has or could have any negative impact to the Borrower’s solvency or ability in any other context to repay the Loan or implement any other conditions of the Agreement.
The Lender has a right to monitor and at any time request the Borrower to confirm and provide sufficient evidence of the validity of any condition precedent as stated above.
If any of the conditions mentioned above are not fulfilled the Lender has a right to terminate the Agreement unilaterally and immediately without giving a notice to the Borrower:
Not to deliver the Loan if such circumstances occur before Loan delivery. In this case provisions of the clause 6.3 apply.
Request full repayment of the Loan and payment of any Indebtedness under the Agreement, as well as realize or use the Security as described in clause 8.10 or take any other action as mentioned in clause 17.2 in case the Loan is delivered.
The Borrower releases the Lender from all and any liability and the Lender shall not be liable for the Borrower’s or any third-party losses in connection with the Agreement termination, non-delivery of the Loan or realization or use of the Security as described above. If any payable amounts were paid by the Borrower, they will not be refunded.
8. Security Provisions
This section is applied if Security is used under the Agreement.
Lender agrees to grant the Loan to the Borrower if the Borrower provides Security to the Lender with full right of use in order to ensure proper repayment of the Loan or payment of any of the Indebtedness.
The Loan, Interest, Default interest and any other Fee, costs, expenses or any other payment of the Indebtedness under the Agreement is and shall at all times be secured by the Security.
Before delivery of the Loan, the Borrower shall provide the Security and documentation related to it to the Lender. All documentation must meet the content and form set by or expressly agreed by the Lender.
Before or after the provision of the Security, the Lender may perform a check of any kind as described in clause 6.2 and upon positive results deliver the Loan.
Parties agree that proper performance of the Borrower's obligations under the Agreement shall always be secured by the pledge of existing and future funds in all Borrower's accounts on the Platform, including those opened in the future, and this Agreement shall be considered as a pledge agreement. This pledge is the maximum pledge, which guarantees not only the repayment of the Loan and Interest payment, but also any kind of Indebtedness of the Borrower. The maximum pledge amount consists of the double sum of the Loan amount, indicated in Special conditions. The date for fixing the maximum amount of collateral debt is not set. Taking into account that the object of pledge is transferred to the Lender, the pledge shall take effect from the moment of entry into force of the Agreement, and the pledge of any future accounts shall be valid from the moment of opening such account (if any restrictions on pledge are established at any time of the pledge, pledge of such account shall take effect from the date on which such restrictions are lifted). The Borrower undertakes to ensure that at the time of the pledge the funds in the said account are not transferred or pledged to third parties and are not seized, there are no disputes over such funds in court and / or arbitration, third parties have no rights to them and there are no restrictions on such funds. The Lender has the right to initiate recovery of any due payments when the Loan Maturity term expires, any payment term is due, as well as when the Lender acquires the right to demand performance of the secured obligation before its maturity in the cases specified in the Agreement.
Until the full repayment of the Loan and full coverage of Indebtedness, Lender has a full disposal right to the Security and may use the Security at its own discretion, and may:
sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Security it holds, free from any claim or right of any nature whatsoever of the Borrower, including any equity or right of redemption by the Borrower;
register any Security in its name if it is not already.
If Loan is repaid fully according to the Agreement until the Maturity date and all other Borrower’s Indebtedness under the Agreement are covered or accounted for, the Lender will refuse from and/or return the Security to the Borrower within 5 (five) Business Days after the above-mentioned obligations are implemented. However, The Lender has a right unilaterally to extend this term on reasonable grounds and shall not be liable for the Borrower’s or any third-party losses in connection with such extension.
During the time period when the Agreement was concluded and Security was provided to the Lender until the full coverage of any Indebtedness under the Agreement, Security must be sufficient to secure the repayment of the Loan and payment of any Indebtedness under the Agreement. If the Security is insufficient to secure these payments including any Indebtedness under the Agreement, the Lender at any time may ask the Borrower to provide additional Security.
If Event of Default occurs, the Lender is authorized by the Borrower and may at its own discretion realize or use all or part of the Security for the repayment of the Loan or part of it and payment of any Indebtedness under the Agreement as described in clause The Lender may but is not obliged to inform the Borrower about the realization or use of the Security. Any recovery made from Security shall be used in the order indicated in clause
The Borrower confirms and acknowledges that:
Granting of the Security does not need to be filed, registered or recorded anywhere to be effective.
Security is and shall be in compliance with any relevant anti-money laundering or counter terrorism financing regulations, without prejudice to the requirements of the applicable law.
Security is free and shall be free of any encumbrances and the Borrower has obtained all necessary authorisations regarding provision of the Security.
Borrower is responsible and must introduce the third party to the provisions of the Agreement, if the obligations of the Borrower under the Agreement are assured by the Securities provided by the third party.
The Borrower waives any right to require the Lender (or any trustee or agent on its behalf) to first proceed against or enforce any Lender’s rights including the right to enforce any Security or claim payment from any other person before claiming from the Borrower under this Agreement.
The Parties agree that the Borrower, by way of security, irrevocably and severally appoints the Lender and any of its delegates or sub-delegates to be its attorney to take any action which the Borrower is obliged to take under this Agreement and which the Borrower has failed to take. The Borrower ratifies and confirms whatever any attorney does or purports to do under its appointment under this Clause.
The Borrower releases the Lender from all and any liability and the Lender shall not be liable for the Borrower’s or any third-party losses in connection with the realization or use of the Security.
If there are more than one Security provided under the Agreement, the Lender can at its sole discretion choose the sequence of the use of relevant Security.
If the Security has to be improved due to any other reason under the Agreement, it can be provided to the Lender without signing any additional formal amendments of the Agreement. Parties agree that already concluded documents (Agreement, etc.) shall be treated as amended automatically when Security was improved. However, Parties may agree to conclude a formal amendment of the concluded documents (Special conditions, etc.) to reflect the improvement of the Security.
If Security is provided by other person than the Borrower, the Borrower is obliged to familiarize the Security provider with the provisions of this Agreement.
Interest shall accrue daily.
If the Borrower fails to pay any payment (Fees, Interest, Loan payment, costs, etc.) and to cover any Indebtedness under this Agreement on the due date for payment, Default interest shall apply. The Borrower is obliged to pay Default interest from the first day the required payment was not done and pay it every day till the payment is covered.
Default interest will be calculated daily from all the unpaid amount and paid/charged in the same manner as Interest according to the provisions of this Agreement.
At all times, accrued and payable Interest and Default interest must be paid before the repayment of the Loan.
If the Loan repayment term is expired and the Loan has not been repaid, the Borrower shall further pay Interest on unrepaid Loan amount until the full repayment of the Loan and Default interest on unrepaid Loan amount and unpaid Interest or any other Indebtedness under this Agreement until all Indebtedness is covered.
Special conditions may determine Loan repayment schedule (dates and amounts in which the principal Loan needs to be repaid). If this is not specified, Parties agree that the Loan shall be repaid in full and Interest paid by the Borrower on the Maturity date.
The Borrower can make partly repayments of any amount of the Loan at any day until the Maturity date only upon the written consent of the Lender or if it is agreed so in Special conditions. If this condition is applicable, in case of any partial repayment is done, the Loan amount will be automatically proportionally decreased, and any applicable Interests will be calculated on the basis of the outstanding (decreased) Loan amount.
If the Loan is repaid before its Maturity date without a consent of the Lender, it shall not be treated as repaid and all sums received by the Lender shall not be treated as received under the Agreement. All payments under the Agreement (Loan repayment, Interests and any other outstanding payments, payable till the Maturity date) shall apply and be paid according to the Agreement.
The Borrower may request the Lender to extend the term of the Loan and postpone the Maturity date, but the Lender has no obligation to satisfy such request.
All fees, related to the conclusion and implementation of the Agreement, together with their payment dates are provided in Special conditions and/or the Platform (Agreement conclusion fee, Administration fee, etc.).
Agreement conclusion fee must always be paid before the Loan delivery.
In case the Lender incurs any costs or expenses (including any value added or other taxes applicable) in connection with the negotiation and preparation, execution, amendment, extension, alteration, preservation and enforcement of the Loan and/or the Agreement due to Borrower’s breach of the Agreement or any other misleading or illegal activities, the Borrower shall pay them all within 3 (three) Business Days of written demand.
The Borrower shall pay any stamp, documentary and other similar duties and taxes to which the Agreement may be subject, or give rise and shall indemnify the Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Borrower in paying any such duties or taxes.
Loan repayments, Interest and Fee payments shall be made according to the Schedule, agreed in Special conditions. Schedule, agreed in Special conditions, is prepared taking into consideration fact that Loan shall be delivered on the Agreement conclusion date, specified in the Special conditions, therefore it may be preliminary. In case Loan shall be delivered later, Schedule may be different from the one agreed in Special conditions, and precise Schedule shall be delivered via e-mail or shown in the Platform. All other payments of any other Indebtedness under the Agreement shall be made on the due date as per Agreement or written request of the Lender.
The Borrower hereby agrees that Loan repayments, Interest, Default interest, Fees and any other payments or Indebtedness may be debited from Borrower’s Wallet according to the schedule agreed in Special conditions or when they become due. The right of debit is the right but not the obligation of the Lender, thus the failure of the Lender to debit any amounts at any times does not release the Borrower from any of its obligations to timely payments under this Agreement and the Borrower is obliged to conduct the payment in question himself.
This Agreement serves as irrevocable authorisation of the Borrower issued to the Lender to debit all the payments due (any Indebtedness) under this Agreement from the Borrower’s Wallet without serving any separate notice or requiring any separate consent of the Borrower.
Parties may agree that the Borrower may make payments to the Lender from the different account than the Wallet.
Any moneys received by the Lender (including those, received after the Security has become enforceable) must be applied in the following order of priority:
in or towards payment of or provision for all costs and expenses incurred by the Lender under or in connection with this Agreement;
in or towards payment of the Default interest:
on outstanding Loan amount
in or towards payment of any overdue payments:
Interest for overdue outstanding Loan amount;
scheduled repayment of the Loan amount;
in or towards payment of the Fees;
in or towards payment of the Interest;
in or towards repayment of the Loan;
in or towards payment of any other Indebtedness; and
in payment of the surplus (if any) to the Borrower or other person entitled to it.
In case Borrower did not pay due Fees on the Loan delivery moment or there are insufficient funds in the Wallet, relevant due Fees shall be deducted from the delivered Loan amount.
All payments made by the Borrower under the Agreement shall be treated as completed (i.e. repaid and recorded as such by the Lender) when the sum of the payment becomes available in the Lender’s account or wallet.
All payments made by the Borrower under the Agreement are not refundable.
If any payment becomes due on a day that is not a Business Day, it still must be executed on that exact due day.
All payments made by the Borrower under the Agreement shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding, provided that, if the Borrower is required by law or regulation to make such deduction or withholding, it shall:
ensure that the deduction or withholding does not exceed the minimum amount legally required;
pay to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding;
furnish to the Lender, within the period for payment permitted by the relevant law, either:
an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or
if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and
pay to the Lender such additional amount as is necessary to ensure that the net full amount received by the Lender after the required deduction or withholding is equal to the amount that the Lender would have received had no such deduction or withholding been made.
Borrower’s responsibility for the repayment of the Loan, Interest, Default interest or any other Indebtedness under the Agreement is not limited to the sum of the Security or limited in any context.
Any interest, commission or fee under the Agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year consisting of an actual number of days and a month consisting of the of an actual number of days.
15. Representations and warranties
The Borrower represents and warrants to the Lender that on the date of entering into the Agreement and until the all Indebtedness is fully covered and all obligations under the Agreement are implemented:
It is a duly incorporated company validly existing under the laws of its jurisdiction of incorporation, in case the Borrower is a legal entity.
It is not a consumer in the sense of any applicable laws and the Loan will be used only for the business and not consumption purposes as it is described in clause 4.1, in case the Borrower is an individual.
It has the power to own its assets and carry on its business as it is being conducted.
It has and, to the extent the Borrower can reasonably expect, shall have sufficient possibilities to perform all payment obligations under the Agreement.
The Agreement does not violate interests of other Borrower’s creditors.
It has the power to enter into, deliver and perform the Agreement, and has taken all necessary action to authorise these activities and the transactions contemplated by it.
The undersigning Borrower’s representative acts within the limits of his/her powers granted by the Borrower without prejudice to the laws, the Borrower’s incorporation documents, competence and/or applicable regulations of its management bodies and other applicable requirements.
It has obtained all required approvals (decisions of the participants and management bodies), authorisations and consents to enable it to enter into, exercise all rights and comply with all the obligations in the Agreement and Security documentation and to make them admissible in evidence in its jurisdiction of incorporation (in case the Borrower is a legal entity) or domicile / residence (in case the Borrower is an individual). All such approvals, authorisations and consents are in full force and effect.
No limit on its powers will be exceeded as a result of the borrowing the Loan or providing the Security contemplated by the Agreement.
No litigation, arbitration or administrative proceedings or claims of any kind are taking place, pending or, to the Borrower's knowledge, threatened against it, any of its directors (where applicable) or any of its assets, which might reasonably be expected to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Agreement, including obligations under the Security provisions.
No petition has been presented for any institution of the bankruptcy or restructuring proceedings in regard to the Borrower, and no notices have been received from the creditors regarding intention to present a petition to the court regarding institution of the bankruptcy or restructuring proceedings.
It is not necessary to file, record or enrol any part of the Agreement with any court or other authority or pay any stamp, registration or similar taxes relating to any part of the Agreement or the transactions contemplated by any part of the Agreement.
No Event of Default has occurred or is continuing or is reasonably likely to result from making the Loan or the entry into, the performance of, or any transaction contemplated by the Agreement.
It is not on any trade, financial or economic sanctions lists of any country or international organization;
It does not intend to use the Loan for any illegal activity, including, but not limited to, money laundering and the financing of terrorism nor will use illegal proceeds to repay the Loan or make any other payments under the Agreement;
All information or documents provided to the Lender directly or through the Platform, as well as in any part of the Agreement, is valid, true, accurate, complete and not misleading, it does not violate any law, statute, or regulation, while all documents are in full force and effect as well.
Obligations under the Agreement are legal, valid, binding and enforceable in accordance with terms of the Agreement.
The granting of Security in the Agreement creates valid, legally binding and enforceable Security for the obligations expressed to be secured by it.
All Borrower’s authorisations and consents given in this Agreement are given irrevocably and at free will.
The Borrower represents and warrants to the Lender on the date of entering into the Agreement and until the all Indebtedness is fully covered and all obligations under the Agreement are implemented, performance by and the transactions contemplated by the Agreement, do not and will not contravene or conflict with:
its organisational, constitutional, operative or governing documents, in case the Borrower is a legal entity;
any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or
any law or regulation or judicial or official order, applicable to it.
Unless a representations, warranties or confirmations in this Agreement are expressed to be given at a specific date, each representation under this Agreement is deemed to be repeated by the Borrower on each day until all Indebtedness is fully covered and all obligations under the Agreement are implemented. When a representation, warranty or confirmation is repeated, it is applied to the circumstances existing at the time of repetition. The Borrower acknowledges and agrees that the representations, warranties or confirmations in this Agreement are made by way of deed, and that they shall be estopped from subsequently arguing that any representation was untrue when made or repeated.
The Borrower confirms that all above mentioned representations, warranties or confirmations are fulfilled and satisfied towards the Security as well.
The Borrower covenants with the Lender that, as from the date of entering into the Agreement and until the all Indebtedness is fully covered and all obligations under the Agreement are implemented:
It will promptly, after becoming aware of them, notify the Lender in writing of any:
litigation, arbitration or administrative proceedings or claim of any kind related to the Borrower, the Agreement or the Security provided;
Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence;
failure to execute any contractual payments as well as inability to meet other contractual obligations in a timely and appropriate manner;
material economic-financial difficulties that have occurred to the Borrower, overdue payments or other difficulties that are anticipated by the Borrower;
decision which has been taken or is intended to be taken regarding the Borrower’s reorganisation, rearrangement, liquidation, restructuring, initiation of bankruptcy or extra-judicial bankruptcy proceedings against the Borrower;
amendments to the incorporation documents of the Borrower; changes in the management bodies of the Borrower or the composition of the Borrower’s participants with a capital share of at least 10 (ten) percent;
actions, that third parties has brought or intend to bring against the Borrower in court or arbitration, and the amount of such action exceeds 10.000,00 Eur (ten thousand euros), and/or where the decision regarding such action may have a material adverse effect on the performance of the Borrower’s obligations under the Agreement.
It will promptly obtain all consents or authorisations necessary or desirable (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Agreement and to ensure the legality, validity, enforceability and admissibility in evidence of the Agreement in its jurisdiction of incorporation.
It will procure that any of its unsecured and unsubordinated obligations and liabilities under the Agreement rank, and will rank, at least pari passu in right and priority of payments with all its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by the applicable laws.
It will comply, in all respect, with all laws, if failure to do so has or is reasonably likely to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Agreement.
It will have a right to perform the following actions only upon a receipt of a prior written consent of the Lender:
provide any guarantees, sureties, mortgages, pledges or any other securities;
make any investments, higher than initial Loan amount;
change its business model, pledge or transfer its business entirely or in any part;
transfer, sale or assign any rights to its trademarks, domains or any other intellectual property;
pay dividends or any payments from the profit or disburse a share of profits or assets to members of the Borrower or give them any support;
pay any management, consultancy or similar fees or payments to the participants of the Borrower;
lend money to any other person or entity;
decrease its capital, redeem its own shares.
It will not create or permit to subsist any encumbrance or any other obstruction of any kind on or over the existing Security.
It will not later than within 5 (five) Business Days provide the Lender with the additional Security upon the request of the Lender as indicated in the clause 8.9.
17. Events of Default
Each of the following events or circumstances is an Event of Default:
The Borrower fails to pay any sum payable by it under the Agreement in due course (Loan repayment, Interest, Default interest, fees, costs or expenses, or any other Indebtedness, etc.).
The Borrower fails (other than by failing to pay), to comply with any other provision of the Agreement (uses the Loan not for the purpose as indicated in section 4 or does not provide additional Security under clause 8.9, etc.).
Any representation, warranty or statement made, repeated or deemed made by the Borrower in, or pursuant to, any part of the Agreement is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made.
The Borrower fails to implement any of the Covenants provided in clause 16.
Any negative impact to the Borrower’s solvency or ability in any other context to repay the Loan occurred.
The Borrower does not pass any check performed by the Lender according to clause 6.2.
It becomes illegal for any of the Parties to perform its obligations under the Agreement.
At any time after an Event of Default has occurred the Lender may at its sole discretion, without applying to the court:
cancel all outstanding obligations of the Lender under the Agreement where upon they shall immediately be cancelled; and/or
declare that the Loan together with all other payments (all accrued interest and all other amounts outstanding under the Agreement) are immediately due and payable, whereupon they shall become immediately due and payable; and/or
declare the Loan to be payable on demand, whereupon it shall become immediately payable on demand by the Lender; and/or
immediately terminate the Agreement unilaterally by giving a notice to the Borrower of such action; and/or
realize or use all or part of the Security, ask additional Security to be provided and/or
take other measures, as indicated in the Agreement (i.e. apply Default Interest as described in clause 9.2, etc.).
If You or the relevant Security provider delays in fulfilling its obligations for more than 30 days, we provide information about your (or the Security provider's) identity, contact details and credit history, i.e. financial and property obligations and their fulfilment, debts and their payment, to the Credit Bureau UAB “Creditinfo Lietuva” (company code: 111689163, address: A. Goštauto str. 40A, LT 01112 Vilnius, Lithuania, manocreditinfo.lt, tel.: (8 5) 2394149). The Credit Bureau handles and provides your information to third parties (financial institutions, telecommunications companies, insurers, electricity and utilities providers, merchants, etc.) for legitimate interests and purposes – assessing creditworthiness and managing indebtedness. When assessing creditworthiness, the assessment of a person’s characteristics is performed automatically (profiling), which in the future may affect your or the Security Provider;s ability to conclude relevant contracts. Automatic evaluation helps to lend responsibly, after evaluation of information provided by an individual, credit history, public information, and more. Automatic evaluation methods shall be reviewed regularly to ensure their fairness, efficiency and impartiality. Credit history data is processed for 10 years after the fulfilment of obligations. You or the relevant Security provider can view credit history by contacting the Credit Bureau directly. You or the relevant Security provider also have the right to request the rectification or erasure or restriction of the processing, and the right to object to the processing, to request human intervention in automatic decision-making, to express your views and challenge the decision, as well as the right to data portability. You can find out more about the implementation and restrictions of these rights, automatic assessment of properties (profiling) at manocreditinfo.lt. If your or the Security provider’s rights are violated, you or the Security provider, as the case may be, may contact the Data Protection Officer by e-mail. by e-mail at [email protected] or by the above-mentioned telephone or submit a complaint to the State Data Protection Inspectorate or a court.
The Lender may at any time set off any liability/obligation of the Borrower to the Lender against any liability/obligation of the Lender to the Borrower, whether either liability/obligation is present or future, liquidated or unliquidated, and whether or not either liability/obligation arises under the Agreement. If the liabilities/obligations to be set off are expressed in different currencies, the Lender may convert either liability/obligation at a market rate of exchange or according to the procedure laid in the Agreement for the purpose of set-off. Any exercise by the Lender of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
The Lender is not obliged to exercise any of its rights under clause 18.1, but if the rights are exercised, the Lender shall promptly notify the Borrower of the set-off that has been made.
19. Amendments, Waivers and Consents and Remedies
The Lender can amend the General Conditions or information provided on the Platform at any time by publishing this information on the Platform or / and providing a publication on the Platform or a Notice to the Borrower 30 (thirty) days before the amendments takes force, except the cases where no publication or Notice is required under the Agreement. Such amendments are possible without further publication or Notice, provided that they improve or do not worsen the situation of the Borrower. If the Borrower disagrees with the amendments it should repay the Loan in full amount, cover all Indebtedness and implement all other obligations under the Agreement to the Lender no later than the last day before the amendments take force. If Borrower does not repay the Loan and cover all payments due by the last day of this 30 (thirty) days period, it is held that Borrower accepts the amendments and is obliged to follow them.
A waiver of any right or remedy under the Agreement or by law, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.
A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under the Agreement are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.
If any provision (or part of a provision) of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted from the Agreement and shall not be applied. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of the Agreement.
The Lender shall not be liable for the Borrower’s or any third-party losses in connection with such invalidity or unlawfulness.
21. Assignment and transfer
The Lender may assign any of its rights under the Agreement or transfer all its rights or obligations to any third party without any limitations and without the consent of the Borrower.
The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Agreement without the consent of the Lender.
Any notice or other communication given to a party under or in connection with the Agreement (the Notice) shall be delivered in written form through the Platform or may be given by e-mail or electronic message or SMS sent to mobile phone numbers and/or addresses specified in the Special conditions or as communicated to the other Party in writing at any later time (for instance in the Platform). The Borrower hereby undertakes to regularly check messages received through the Platform and confirms that such communication through the Platform, e-mail or SMS is appropriate and suitable means of communication.
Communication via Platform, SMS or e-mail to the last known addresses of the Parties is considered to be equal to written communication.
Any Notice that the Lender gives to the Borrower under or in connection with the Agreement shall be deemed to have been received the same day it was sent.
The Lender is not liable if the Borrower does not receive the Notice from the Borrower in accordance with the conditions above.
Any Notice given to the Lender shall be deemed to have been received only on actual receipt.
23. Governing law and jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with law of the Republic of Lithuania.
Each party irrevocably agrees that, subject as provided below, the courts of the Republic of Lithuania in the city of Vilnius shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
We invite you to raise your issue first by contacting our support service before bringing any legal action before the courts or, as the case may be, any other institutions. We are committed to properly investigating your matter and, where possible, offering you a solution. Support service is available via email [email protected] or through the Platform.
24. Copyrights and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained in the Agreement or provided in connection with the grant of the Loan, including, without limitation, Bankera name and logo, all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof are our or Associates’ the intellectual property and are therefore protected by applicable intellectual property laws and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You are only allowed to use our intellectual property to the extent it is reasonably necessary in order for you to use the Loan. It is prohibited to resell any of the aforementioned intellectual property; distribute it or display publicly; modify or otherwise make any derivative uses of our intellectual property; use the intellectual property for any other purpose than explicitly allowed under this Agreement.
In addition, the look and feel of our services, including all Agreement text, Platform page headers, custom graphics, button icons and scripts, service specifications and functionalities is our service mark, trademark and/or trade dress and may not be copied, imitated or used, in whole or in part, without our prior written permission.
25. Limitation of the liability
Borrower confirms that Lender in no event shall be liable for any kind of indirect or special damages (loss of profits, lost availability or opportunity, related with special activities of the Borrower, etc.) regarding the Agreement or the Platform in any manner available.
Borrower confirms that Lender in no event shall be liable for any damages or loss of the Borrower or any other third party in case further execution of the Agreement becomes unlawful or illegal from any perspective or cannot be carried further upon requests or recommendations from any kind of authorities.
We will not be responsible and will not compensate any loss due to technical reasons, errors, malfunction, security breach, which is related with you.
We accept no responsibility for any loss or damages if you provide us with any wrong or false information.
We will not be liable for:
any inaccuracy, error, delay in, or omission of any information, or the transmission or delivery of information;
any loss or damage arising from any Force Majeure Event.
You undertake to defend and indemnify us and our Associates from any claim or demand, including reasonable attorney’s fees, arising from your failure to comply with the Agreement, your violation of any law, or the rights of a third party.
26. Other Conditions
Borrower authorizes the Lender to disclose to any third party any information regarding the Security, the Loan or the Agreement itself.
This Agreement has been executed in English language and Parties confirm that the language of the Agreement is suitable for them and fully understandable.
Era Finance Ltd is a registered agent of Pervesk UAB which is an electronic money institution authorised by the Central Bank of Lithuania (Licence No. 17) for the issuing of electronic money and payment instruments.
Please note that the services described in this website are not offered in the United States and also in any other jurisdiction where such services could be considered restricted. If you choose to access this website, you do so at your own initiative and risk and are responsible for compliance with applicable laws, rules, and regulations that may apply to you. Banking services are not provided on this website (Era Finance Ltd is not a bank).