Terms of Service

1. INTERPRETATION AND DEFINITIONS

1.1. These Terms of Service are a constituent part of the Client Agreement and Assignment Agreement respectively (the “Agreement” or “Agreements”) concluded between Liquiditas and the Client and Eligible Supplier. In the event of any contradictions between provisions of these Terms and provisions of the Agreements, provisions of the Agreement shall apply first, then provisions of the Terms, and then enacting provisions of regulations governing agreement relationships. The Agreements and the Terms, as well as amendments to the Agreement and these Terms shall be jointly referred to hereinafter as the Agreement.

These Terms, along with the Agreements and any appendices, or any other exhibits or supplemental agreement thereto and any other terms and policies referenced herein and are incorporated by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of the Platform on www.liquiditas.com and any related applications owned or operated by Liquiditas Ltd. (the “Sites”), and the use of, and registration with, Liquiditas Service (defined below) through the Sites, a mobile application or through any other means. These Terms are between Liquiditas Ltd. (“Liquiditas”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “Client” or “Supplier”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) YOU ARE DULY AUTHORIZED TO APPROVE, SIGN AND EXECUTE ANY AND ALL DOCUMENT AS IT PERTAINS TO THE SERVICES AS DESCRIBED HEREWITH AND THE AGREEMENTS.

“CLIENT” AND “SUPPLIER” SHALL REFER TO CLIENT AND ANY USERS ACTING ON BEHALF OF CLIENT OR TO SUPPLIER AND ANY USERS ACTING ON BEHALF OF SUPPLIER. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING AND SHALL BE OBLIGATED BY THE PROVISIONS AS SET FORTH HEREIN, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING “ACCEPT” ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS, (II) SIGNING THE AGREEMENT OR (III) REGISTERING TO, USING OR ACCESSING THE SERVICE, SITES OR LIQUIDITAS LTD. MOBILE APPLICATION, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).

INTERPRETATION

The division of these Terms into clauses, sub-clauses and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreements.

1. All terms capitalized but not defined herein shall have the same meaning as ascribed to them in the Agreements.
2. Reference to any agreement, document, instrument, statute, enactment, ordinance, order, regulation etc., shall be construed to include a reference to the amendments, extensions, re-enactments, supplemental, restatements, novation and/or consolidations thereto from time to time.
3. Any reference to the terms Client or Supplier shall be deemed to refer to the Client or Supplier respectively, unless stated otherwise.
4. Save and except as specifically provided in the Service Documents, any determination with respect to the ‘materiality’ or ‘reasonability’ of any matter including of any event, quantity, degree, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise shall be made by Liquiditas in its sole and absolute discretion.
5. All the appendixes, annexures and exhibits to the Agreement Documents shall form an integral part of the relevant Agreement Documents.
6. In case of any discrepancy/dispute between the terms of the Agreement Documents, Liquiditas’ decision in this regard shall be final and binding upon the Client and/or Supplier.

1.2. The following definitions used in these Terms shall have the same meaning in the Agreements, unless defined otherwise by provisions of the Agreement:

• “Agreement” shall mean the terms and conditions of the Agreement, the Appendixes (if any), or any other exhibits or appendices attached hereto as an integral part of the Agreement, Liquiditas’ General Terms of Service and other Policies or Terms and Conditions published by Liquiditas as amended from time to time, which form an integral part hereof and constitute a legally binding agreement between You and Liquiditas;
• “Authorised Users” means the Eligible Suppliers’ directors, employees or otherwise engaged persons designated by the Eligible Supplier and identified to Liquiditas as being authorised to access the Platform on behalf of the Eligible Supplier and who have been provided login credentials by Liquiditas to access the Platform;
• “Available Invoices” means the Invoices approved by Client as outstanding, true and complete Invoices, submitted onto the Platform which have originally been issued by Eligible Suppliers towards Client for sale and/or delivery of goods and services;
• “Assigned Invoices” means Available Invoices which have been purchased by Liquiditas in relation to which: (i) the Eligible Supplier has submitted a Sell Request on the Platform; (ii) Liquiditas has accepted the Sell Request; (iii) the Eligible Supplier has assigned the Receivables to Liquiditas pursuant to an Assignment Agreement;
• “Client” is the Business Entity, a Party to this Agreement as the debtor of the Receivables, which term shall be deemed to mean and include unless the context otherwise requires or permits, its successors and permitted assigns;
• “Eligible Supplier” shall mean a Supplier which has been successfully onboarded by Liquiditas, and has therefore been deemed a good standing business entity which is compliant and conducts business with applicable laws and regulations, in continuous manner throughout the Term of this Agreement;
• “Receivables” means any payment obligations, existing and/or future, monetary receivables which result from the delivery of goods and/or provision of services by the Eligible Supplier, due by the Client to the Eligible Supplier, as evidenced in the Assigned Invoices. For the avoidance of doubt, it includes any payment obligations as may be evidenced by any Invoice and the right to payment of any interest, sales tax, goods and services tax, value added tax or similar tax, finance charges, returned cheque or late charges and other obligations of the Client, as set out in the relevant Assignment Notification, subject of assignment to Liquiditas;
• “Sell Request” shall mean the acceptance of the Eligible Supplier to sell any Available Invoice on the Platform by clicking the “Sell” option, thereby offering Liquiditas the right (not the obligation) to purchase such an Available Invoice in accordance with Liquiditas’ pricing schedule containing fees and charges as set out therein;
• “Logins” means usernames and passwords, or similar credentials provided to Authorised Users to access the Platform;
• “Platform” means the Liquiditas supply chain financing platform which is an online/computerised software through which Liquiditas provides supply chain financing services to the Client and the Eligible Supplier, by facilitating the processing of Receivables and payments made with respect thereto.

 

2. SERVICES OF LIQUIDITAS

The Services shall be facilitated and provided by Liquiditas, subject to the satisfaction of all required conditions, whereby Liquiditas shall provide early payment to the Eligible Supplier and purchase Available Invoices prior to the maturity of such invoices. Supplier shall therefore assign all rights, title, interest and benefits to the assigned Receivables, whereafter Client shall be obliged to pay Liquiditas the full original amount on Due Date of the Receivables as defined within the originally issued invoice by Supplier and the Assigned Invoices.

3. RECEIVABLES – AVAILABLE INVOICES

Receivables pertaining to Available Invoices that can be subject to supply chain financing are existing and/or future, monetary receivables resulting from the delivery of goods and/or provision of services by business entities, which:

• shall meet all conditions defined in the Agreements;
• shall be non-due at the time of execution and 5 (five) working days following the date when Liquiditas receives a Sell Request;
• shall result from regular (commercial) trading business related to the delivery of goods and services;
• shall result from fully compliant sale and delivery of goods or performance of services;
• shall not be based on fictitious and or pro-forma invoices;
• shall not include Receivables from Suppliers where the Client can put forward set-off claims and/or other counterclaims and/or refund rights;
• shall not be related to an object subject to retention and/or prolonged retention of ownership title;
• shall not be issued by Suppliers related to the Client in terms of ownership or membership in the same group or Clients directly or indirectly managed by the Supplier and/or Clients directly or indirectly managed by the same company that directly or indirectly manages the Supplier;

 

4. USING THE PLATFORM

4.1 The Liquiditas supply chain financing platform which is an online/computerised software through which Liquiditas provides supply chain financing services to the Client and the Eligible Supplier, shall be used in accordance with the terms and conditions as defined within the Agreements accordingly.
4.2 The actions and acceptances within the Platform, shall be deemed as actions and acceptances respectively in accordance with such Agreements and any and all obligations arising out of such actions and acceptances shall be construed and deemed as legally binding and enforceable.
4.3. Subject to the satisfaction of the onboarding process facilitated by Liquiditas, solely the Authorised Users shall be enabled access and shall have the option to accept a Sell Request and sell Receivables pertaining to Available Invoices.

5. ONBOARDING REPRESENTATIONS AND WARRANTIES

5.1 You agree to undergo an onboarding process facilitated by Liquiditas as a precondition to being enabled to enter into the Agreements. Liquiditas reserves the right at its discretion to reject the provision of the Services, provided the onboarding requirements have not been met by the business entities subject to such onboarding process.
5.2 The onboarding process of Know your Customer (KYC)/Know Your Business (KYB) identifications and verifications, includes but is not limited to Anti-Money Laundering (AML) checks, Combating the Financing of Terrorism (CFT) checks, compliance checks, and other checks and verifications as required by Applicable Law and Liquiditas procedures.
5.3 Client representations and warranties:

Client represents and warrants that:

• all information and documentation provided during the onboarding process are accurate, true, complete and up to date;
• it complies with all applicable laws and regulations related to the Services, AML regulations and KYC/KYB requirements;
• it has the authority to enter into and engage in the Services.

5.4 Supplier representations and warranties:

Supplier represents and warrants that:

• all information and documentation provided during the onboarding process are accurate, true, complete and up to date;
• it complies with all applicable laws and regulations related to the Services, AML regulations and KYC/KYB requirements;
• the Authorised User individually and with Supplier collectively, has the authority to enter into and engage the Services, as well as the authority to sell/assign the Available Invoices.
• the documents and information provided in the onboarding process shall be issued completely and in accordance with agreed terms and conditions and the Agreement or assignment of Available Invoices shall be signed by persons (lawfully) authorised for representation and that each expression of will of the Supplier to Liquiditas shall be made by authorised representatives or persons granted special power of attorney by such authorised representatives for the actions they take towards Liquiditas.

5.4.1 Supplier acknowledges that it shall be deemed an Eligible Supplier solely upon completing the onboarding process to the satisfaction of Liquiditas’ procedures at its discretion.
5.4.2 Provided the onboarding process has been successfully completed, the appropriate authorized representatives thereafter deemed Authorised Users shall be enabled access with appropriate Logins.
5.5 The Client and/or Supplier hereby authorise Liquiditas to carry out their KYC/KYB onboarding authentication process and to collect any required KYC/KYB data (either in original or electronically) from an appropriate data base and/or from any other sources as permitted by Applicable Law.

6.DATA PRIVACY

6.1 All data shall be stored and processed in compliance with the applicable General Data Protection Regulation (EU) 2016/679 (“GDPR”) and related applicable regulations, and pursuant to Liquiditas’ Privacy Policy as published and amended from time to time.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1 Liquiditas shall retain all intellectual property rights arising from materials and documentation owned by Liquiditas at the time of signature of the Agreements and used in the course of the provision of the Services. All confidential information such as data, information, text, drawings and other materials which are embodied in any electronic, optical, magnetic or tangible medium, and which are supplied to the Client and/or Supplier by Liquiditas remains the sole property of Liquiditas and shall be treated as Confidential Information, including the contents of this Agreements, to the extent necessary to protect the business model and particulars in regard to the Services provided by Liquiditas.
7.2 All rights not expressly granted to you under these Terms are reserved by Liquiditas and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to you an interest in or to Liquiditas’ intellectual property rights. Nothing in the Terms constitutes a waiver of Liquiditas’ Intellectual Property Rights under any applicable law.
7.3 The Liquiditas service marks and trademarks and the Liquiditas logo and domain are service marks owned by Liquiditas. Any other trademarks, service marks, logos and/or trade names appearing on the Service are the property of their respective owners. You acknowledge the rights of Liquiditas and the respective third parties in those marks. You may not copy or use any of these marks, logos or trade names without the prior written permission of the owner except as expressly allowed by these Terms.
7.4 The Parties shall, both during the Term and for a period of two (5) years after the termination of the Agreement, keep in confidence all Confidential Information of the other Party, and will not use, transfer, license and/or disclose any Confidential Information without the prior written consent of the other Party. A Party may only use the Confidential Information of the other Party for the purpose of fulfilling its obligations or enforcing its rights under each respective Agreement. Any other use can only be made with the prior written consent of the other Party.
7.5 Each Party shall ensure that its employees, or where permitted, its employees, directors, agents, sub-contractors or consultants, appointed to perform any of its functions or obligations under this Agreement, comply in all respects with the provisions of this section and shall be liable for any acts or omissions of such employees, directors, agents, consultants or sub-contractors.
7.6 Upon termination of this Agreement, the Parties shall on request return to each other the relevant Confidential Information along with all copies, extracts and other objects or items in which it may be contained or embodied, unless this is prohibited or otherwise restricted by any applicable law, or else due to any vested right of the relevant Party.

8. RECORDS OF SERVICES

Liquiditas shall maintain or cause to be maintained in accordance with its usual practice, electronic/computerised systems, evidencing the amounts disbursed and due under the Agreements and such computer generated/maintained from Liquiditas shall not be contested by the Client or Eligible Supplier and the entries made therein shall be conclusive evidence of the existence and amounts of the obligations of the Clients and amounts realised, recovered and expended including in any legal action or proceedings arising out of or in connection with the Agreements and the Client shall not contest.

9.NO WARRANTY

9.1The Services and the Platform are provided on an “as is” and “as available basis”, whereas Liquiditas disclaims all warranties of any kind, express, implied or statutory, including but not limited to reliability of the Platform, warranties of non-infringement or implied warranties of use, merchantability or fitness for a particular purpose or use. We disclaim all liability and any obligations for harm or damage caused by any third-party hosting providers.
9.2Except as expressly stated in the Agreement, Liquiditas will not warrant that the Platform will be uninterrupted, without error, secure or free of defects.

10.LIMITATION OF LIABILITY

10.1To the greatest extent permitted by applicable law, in no event shall Liquiditas be liable for (a) incidental, special, indirect, or consequential damages or (b) loss of profits or revenue, loss of data, business interruption or loss of goodwill, in each case arising out of or related to your use or inability to use the Services, however caused, regardless of the theory of liability (contract, tort, or otherwise).

11.MISCELLANEOUS

11.1 In the event any changes are required to be made in any of the Agreements documents based on guidelines, directives to the non-banking financial companies from time to time, such changes shall be deemed to be incorporated in the Agreement documents as if the same were part of the documents since inception and thereafter such amended terms and conditions will thereupon apply to and be binding on the Client and Eligible Supplier accordingly. Without prejudice to the aforesaid, Liquiditas may in its sole discretion ask the Clients and/or Eligible Supplier to co-operate to make those changes in the Agreements and the Client and Eligible Supplier shall be bound by the same.
11.2 The Agreements shall operate as a letter of continuity in favour of Liquiditas, to be enforceable for the payment of the Outstanding Amounts and/or all sums remaining unpaid under the Services now or hereafter, pursuant to the Agreements (as may be amended and modified from time to time) together with interest, and other charges and all other costs, charges and expenses which may be or become payable in connection therewith.
11.3 Notwithstanding any suspension or termination of the Services, all rights and remedies of Liquiditas as per the Agreements shall continue to survive until the receipt by Liquiditas of the Outstanding Amounts in full to Liquiditas’ satisfaction.
11.4 The rights, powers and remedies given to Liquiditas by the Agreements shall be in addition to all rights, powers and remedies given to Liquiditas by virtue of any other security, statute, or rule of law.
11.5 Nothing contained in the Service Documents shall be deemed to limit or affect prejudicially the rights and powers of Liquiditas under any Applicable Law.
11.6 Any forbearance or failure or delay by Liquiditas in exercising any right, power or remedy under the Agreement documents or grant of time, extension or indulgence to a Client or Supplier by Liquiditas shall not be deemed to be waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy under the Agreement documents shall not preclude the further exercise thereof and every right and remedy of Liquiditas shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by Liquiditas.
11.7 Liquiditas shall be entitled to enforce the Agreements and its rights and benefits created thereunder and to seek any and all remedies to the extent permissible under Applicable Law in force and as amended from time to time.
11.8 Save and except modified under the Agreements, all terms and conditions applicable to utilization requests shall mutatis mutandis apply to online utilization request made under the Agreements.

12.EFFECTIVE DATE, SCOPE OF APPLICATION, AMENDMENTS TO THE TERMS, JURISDICTION

12.1. These Terms shall enter into force and shall apply as of 01.11.2024.
12.2. After having been adopted, these Terms shall be available and published on Liquiditas’ web site.
12.3. In case of any change in legal regulations during the term of validity of these Terms, the valid regulations shall apply until harmonization of these Terms accordingly with such legal changes from time to time.
12.4. You shall be considered to acknowledge and agree with the amendments to these Terms if the You do not deliver written objections to such amendments to Liquiditas within 15 (fifteen) days since the day of publication of the amendments to the Terms on Liquiditas’ website. In the event of objections to the amendments to the Terms, Liquiditas reserves the right to terminate the Agreement according to the article of these Terms regulating the cessation of the Agreement. Amendments that are exclusively in favour of Parties other than Liquiditas can be applied without delay.
12.5 These Terms shall be construed and interpreted pursuant to the Applicable Law as determined in the Agreements.