USER AGREEMENT

1. General

1. The terms and conditions of this user agreement (the “User Agreement”) apply to any person who has completed the registration process via www.getincome.com (the “Website”) or via the “Apps” (i.e. Android and iOS mobile apps of Income Company OÜ).
2. This User Agreement constitutes a legally binding agreement between an investor (the “Investor”) and Income Company OÜ (Estonian registry code 16014116, “Income”), mainly in relation with the use of the peer-to-peer marketplace accessible via the Website or via Apps and operated by Income (the “Marketplace”).
3. For the purposes of this User Agreement, any reference to “we”, “us”, “our”, “Income” and/or any similar term shall be construed as reference to Income, any references to “you” and “your” shall be construed as a reference to you as an Investor.
4. In addition to this User Agreement, please also read the Privacy Policy of the Marketplace (“Privacy Policy”), which provides you important information about how we process your personal data which you have provided to us.
5. By registering as an Investor, you enter into this User Agreement and acknowledge that you are solely responsible for complying with all laws, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Marketplace, including but not limited to those related to taxation, foreign currency transactions, any reporting, registration, or licensing requirements which may apply to you.
6. Income administers and operates the Website and Apps from its location in Estonia. Although the Website and Apps may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on our Website or Apps are available to all persons or in all geographic locations,
7. We reserve the right to limit, in our sole discretion and without providing any justification related thereto, the provision and quantity of any feature, product or service to any person or geographic area.

2. Interpretation and definitions

1. Interpretation. A Claim is "allocated to" an investor account where it has been acquired by the Investor and recorded on that investor account. References to a clause are to a clause of this User Agreement. Headings are for convenience only and do not affect interpretation. References to "including" are without limitation. A reference to a period of days means calendar days unless Business Days are specified.

2. Definitions. In this User Agreement, the following terms have the following meanings. The terms "User Agreement", "Website", "Apps", "Investor", "Income", "Marketplace" and "Privacy Policy" have the meanings given to them in clauses 1.1, 1.2 and 1.4.

   "Assignment Agreement" means an agreement, made available to the Investor via the Marketplace, under which a Claim or part of a Claim is transferred from a Loan Originator to an Investor.

   "Autoinvest" means the automated investment functionality described in clause 18, by which Income enters into Assignment Agreements on the Investor's behalf in accordance with criteria determined by the Investor.

   "Available Balance" means, in respect of an investor account, the funds credited to that investor account which are available to the Investor at the relevant time, excluding any funds reserved in respect of a pending withdrawal request under clause 19.3 or committed to a pending purchase of a Claim.

   "Business Day" means any day other than a Saturday, Sunday or public holiday in Estonia.

   "Claim" means a monetary claim against a borrower arising from a loan agreement between that borrower and a Loan Originator, which is listed on the Marketplace by that Loan Originator, and which may be acquired by the Investor, in whole or in part, under an Assignment Agreement. A reference to a Claim includes any part of a Claim so acquired, and includes all rights to principal, interest, penalties and other amounts payable in respect of it, together with any ancillary and collateral rights transferred to the Investor under the relevant Assignment Agreement.

   "Dormant Account" has the meaning given in clause 7.

   "Investor account" means the account created for the Investor on the Marketplace following registration, as described in clause 9.

   "Loan Originator" means a person who lists Claims on the Marketplace for acquisition by Investors.

   "Outstanding Claim" means a Claim allocated to an investor account which has not ceased to be outstanding. A Claim ceases to be outstanding on the earliest of the date on which

   1. all sums due to the Investor in respect of it have been received into the investor account in full; or
   2. it is bought back or re-assigned from the Investor and the proceeds credited to the investor account; or
   3. it ceases to exist or the Investor ceases to be entitled to it.

3. "Payment account" means a payment account held in the Investor's own name with a payment service provider duly licensed to provide services in a member state of the European Economic Area, Switzerland or the UK.

   "Qualifying Activity" has the meaning given in clause 7.4.

3. Registration

1. Requirements for natural persons. To open an investor account on the Marketplace you have to be a natural person of at least 18 years old whose active legal capacity is not restricted and who is a resident of a member state of the European Economic Area, Switzerland or the UK (to be proven by personal identification documents and other documents required at the discretion of Income).
2. Requirements for legal persons. To open an investor account on the Marketplace for a legal person, the legal person must be incorporated in a member state of the European Economic Area, Switzerland or the UK and have unrestricted active legal capacity (to be proven by the registry extract of the legal person, articles of association and other documents required at the discretion of Income). The representative of a legal person must provide us with their personal identification document, proof of their right of representation of the legal person and any other documents required at the discretion of Income.

4. Collecting data

1. Information disclosure obligation. During the registration process of an Investor as well as at any time after that, we may require you to provide data and documents to us so that we could verify your identity, understand your background and business activities and carry out other procedures to comply with our know-your-customer principles. The exact data which must be provided to us prior to registration shall be determined in the registration form. In case we need any additional data, or in case we need you to update the data you have provided, a notification shall be given via the Marketplace or via e-mail. We will let you know whether submitting the data we have asked for is obligatory or voluntary or which communication channels you should use for providing us the requested data.
2. Personal data processing. If you have shared personal data with us (either your own personal data or, if you are a legal person, personal data of your representatives, managers, shareholders or beneficial owners), then further information about processing of the personal data has been provided in the Privacy Policy accessible on our Website.
3. Consequences of not providing data. Failure to submit the data requested from you may lead to us limiting your use of the Marketplace, which may, among other, mean preventing you from entering into any transactions in respect to the claims which can be purchased via the Marketplace (the “Claims”) or termination of this User Agreement between us, if we deem it necessary.
4. Password. To enter the Marketplace, you may be asked to generate a password. The password chosen by you is personal to you and is only used to identify you when you log onto the Marketplace and enter into transactions there. We may allow you to access the Marketplace by identifying yourself via your social media accounts or other means made available on the Website or the Apps.
5. Confidentiality of account information. When creating an investor account, you undertake to keep your account details (and especially your password) confidential. It is presumed that the person logged onto the Marketplace with your account details is you and/or has authorisation, arising from either law or contract, to enter into any transactions in your name. Any transaction entered into on the Marketplace using your account details shall be binding on you.

5. Investor’s obligations

1. By accepting the terms and conditions of this User Agreement, you undertake to follow the terms and conditions of this User Agreement and the laws in your country of residency and/or country from which you access the Website or the Apps when using our services;
   1. undertake to immediately inform us about any changes to the information you have provided to us in the course of the registration process or afterwards and keep the information which you can amend by yourself on your investor account up to date;
   2. undertake to immediately inform us about any unusual, suspicious, unclear or abnormal changes on your investor account;
   3. undertake to avoid gaining unauthorised access to the Website, the Apps or the Marketplace, including but not limited to, transmit or upload any document to the Website or the Apps that contains viruses, Trojan horses, worms etc.;
   4. undertake to avoid transactions involving items that may help facilitate or enable illegal activities;
   5. undertake to avoid intellectual property infringement;
   6. undertake not to assign or transfer any of your rights or obligations under this User Agreement or any assignment agreements concluded via the Marketplace without our prior written approval, unless otherwise stipulated herein or in the relevant assignment agreement;
   7. acknowledge that you are responsible for determining whether the services provided via the Marketplace are appropriate for you, considering your personal goals, financial status, and risk willingness;
   8. acknowledge that you are only allowed to open the investor account for your own use and not for giving it to the use of any third parties;
   9. warrant that you will not use your investor account for or in relation with any illegal activity, in violation of any laws or regulations.
2. Should we detect that you are in breach of any of these obligations, we reserve the right to at our sole discretion either limit your use of the Marketplace, temporarily restrict your access to the Marketplace and/or your investor account, or terminate this User Agreement.

6. Account administration service

For as long as your investor account remains open, Income provides you with an ongoing account administration service, comprising the holding and safekeeping of the funds you have transferred to Income (whether held by Income in accordance with clause 12 or by a third party appointed by Income in accordance with clause 16), the administration and reconciliation of those funds against your investments, including the allocation to your investor account of repayments and other amounts received in respect of Claims allocated to you, the maintenance of your investor account and of the records of your holdings. This service is provided continuously, whether or not you carry out any transaction, and irrespective of whether deposit, withdrawal or investment functionality is available to you at any given time.

7. Dormant accounts

1. An investor account shall be considered a Dormant Account if, on the date of assessment:
   1. it holds no Outstanding Claim and
   2. no Qualifying Activity has occurred during the sixty (60) consecutive calendar days immediately preceding that date.
2. An investor account holding an Outstanding Claim cannot be a Dormant Account, and no account administration fee may be charged in respect of it.
3. Income may assess investor accounts for the purposes of this clause on a daily basis.
4. “Qualifying Activity” means any of the following:
   1. the making of a deposit of funds to the investor account by the Investor;
   2. the submission of a withdrawal request by the Investor;
   3. the purchase of a Claim via the Marketplace by the Investor.
5. For the avoidance of doubt, none of the following constitutes Qualifying Activity:
   1. the receipt into the investor account of any repayment or other amount arising from Claims allocated to the investor account, including any Claim which has ceased to be an Outstanding Claim;
   2. the deduction of the account administration fee;
   3. the authorisation, amendment or revocation by the Investor of the autoinvest functionality;
   4. the submission by the Investor to Income of any data or document requested under clause 4.1;
   5. the Investor contacting Income using the contact details set out in clause 27.3, or responding to a notice sent by Income under clause 8.6; or
   6. logging into the investor account without carrying out any action listed in clause 7.4(a) to (c).
6. The sixty (60) day period does not begin to run until the day after the investor account ceases to hold any Outstanding Claim. If a Claim is allocated while that period is running, the period ceases to run and begins again in full from the day after that Claim ceases to be outstanding.
7. No day falling before the date on which clauses 6 to 8 entered into force shall be counted towards the sixty (60) day period. Where the Investor objected under clause 23.3 to the introduction of clauses 6 to 8 and that objection has lapsed, the days from the date on which those clauses entered into force shall be counted in accordance with this clause 7, but no account administration fee shall be charged unless the first and second notices under clause 8.6 have been sent to the Investor before the date of charging.

8. Account administration fee

1. Income charges an account administration fee of €10 (ten euros) per calendar month in respect of any investor account that is a Dormant Account within the meaning of clause 7, as consideration for the continued provision of the account administration service described in clause 6.
2. The fee shall be deducted from the Available Balance of the investor account on the last day of each calendar month for as long as the investor account remains a Dormant Account.
3. The account administration fee is consideration for a service supplied by Income to the Investor and reflects Income's reasonable administrative cost of maintaining, safekeeping and reconciling funds and records on an investor account that holds no Outstanding Claim and shows no Qualifying Activity. The fee shall not exceed Income's reasonable estimate of that cost. It is not a penalty, liquidated damages, compensation for breach or non-performance, nor a recovery of Income’s regulatory or compliance costs, nor a charge for the performance by Income of its know-your-customer or anti-money laundering obligations.
4. The account administration fee shall not reduce the Available Balance of an investor account below €0. Where the Available Balance at the time of charging is less than €10, the fee charged for that month shall be reduced to equal the remaining Available Balance, and no further account administration fee shall accrue or be charged for so long as the Available Balance remains at €0. In addition, no account administration fee is charged in respect of any day on which Income is prohibited from permitting a withdrawal by applicable law or at the request of a competent authority. Where a fee has been charged in respect of such a day, Income shall credit that amount back to the investor account.
5. No account administration fee shall accrue or be charged in respect of any day on or after the day on which Income receives a closure request from the Investor under clause 24.2. This clause applies only where, at the time Income receives the closure request, the Investor has submitted a withdrawal request for their entire Available Balance in accordance with clause 24.2.
   
   This waiver shall end from the day after:
   (a) the Investor cancels the closure request;
   (b) Income informs the Investor that the investor account cannot be closed because the conditions in clause 24.1 are not met; or
   (c) the end of a period of seven (7) days after Income has asked the Investor to withdraw their entire Available Balance, if the Investor has not done so.
   Where a fee has been charged in respect of any day to which this waiver applies, Income shall credit that amount back to the investor account, and the Investor may withdraw it before the investor account is closed.
6. In respect of each period referred to in clause 7, Income shall notify the Investor by e-mail as follows, and shall send the first and second notices prior to applying the account administration fee in respect of that period:
   1. first notice: upon thirty (30) calendar days of inactivity, informing the Investor of the date on which the investor account will be treated as a Dormant Account if no Qualifying Activity occurs;
   2. second notice: upon forty-five (45) calendar days of inactivity, reminding the Investor of that date;
   3. third notice: upon sixty (60) calendar days of inactivity, confirming that the investor account has been treated as a Dormant Account and that the account administration fee has been or will be applied in accordance with this clause 8.
7. Income shall send each notice no later than two (2) Business Days after the applicable date specified in clause 8.6 (a) to (c).
8. The periods of thirty (30), forty-five (45) and sixty (60) calendar days referred to in clause 8.6(a) to (c) are calculated by reference to the period referred to in clause 7, as determined in accordance with clause 7.6. No such notice shall be sent in respect of an investor account which holds an Outstanding Claim.
9. All notifications shall be sent to the e-mail address associated with the investor account in accordance with clause 27.2.
10. An investor account shall cease to be a Dormant Account upon the occurrence of any Qualifying Activity. Subject to clause 7.6, upon reactivation, the period referred to in clause 7 shall begin again and no further account administration fees shall be charged unless the investor account subsequently becomes a Dormant Account under clause 7. Clause 8.6 shall apply again in respect of each such further period.
11. The Investor hereby authorises Income to deduct the account administration fee directly from the funds held on the investor account pursuant to clauses 12 and 13. Such deduction constitutes a permitted use of the held funds for the purpose of paying for the account administration service described in clause 6 and shall be reflected in the transaction history of the investor account.

9. Investor account

1. Access to data. After successfully completing the registration process via the Website or the Apps, an investor account will be created for you on the Marketplace. On your investor account, you will be able to keep track of your investments made via the Marketplace (overview of performance of Claims, documentation related to the Claims, transaction data). We will also show you an overview of the data you have provided to us, data related to your activities on the Marketplace (transactions between you and Income) and the balance of your funds held by Income.
2. Changing data. On your investor account, you will be able to update some of the data you have provided to us. Should there be any faults in the data which you cannot update or amend yourself, please contact us using the contact details provided in our Privacy Policy.

10. Access to Claims

You can use your investor account to access the Marketplace, view the details of the Claims listed on the Marketplace, and purchase Claims. The exact data set which will be published on the Marketplace for each Claim may change from time to time but in any case, unless otherwise required by applicable law, we will not give you any personal data of the borrowers who are the actual debtors under the Claims which are listed on the Marketplace.

11. Adding funds to your investor account

You can only purchase Claims if you have a positive balance on your investor account and sufficient amount of funds for making the relevant purchase. You are required to make all payments from a payment account opened in your name with a payment services provider duly licensed to provide services in the respective member state of the European Economic Area, Switzerland or the UK. You may be asked to make your payments to Income in a certain currency acceptable to Income. We may refuse to accept funds which have been transferred to your investor account from a payment account of a third person or which do not otherwise comply with this clause.

12. Limitations to the use of funds

Any funds transferred to Income by you can only be used for making investments via the Marketplace and not for any other purpose, except for the payment of the account administration fee in accordance with clause 8. Income shall not otherwise use any such funds for its own benefit. Income keeps the funds transferred by you as a mandatory on your behalf in its own name on a designated payment account. Income keeps the relevant funds separately from its own funds.

13. Limitations to the positive balance of funds

Income can, at its own discretion, impose restrictions or requirements to the allowed minimum or maximum amounts of funds held on the investor account. Income may return any positive balance on the investor account back to the payment account opened with a payment service provider in your name from which you made the last payment to Income. Income also reserves the right to deduct applicable platform fees, including the account administration fee set out in clause 8, from the funds held on the investor account.

14. No interest

Income shall not calculate any interest and no interest is payable to you on the funds you have transferred to Income.

15. Access to transaction data

The balance of the funds you have transferred to Income and data on all transactions you have made via the Marketplace can be found on the investor account.

16. Third party services

For regulatory purposes, we have the right to use third party service providers for administrating your funds and those of other investors. For that purpose and for you to be able to keep using our services, we may ask you to sign up with any such third-party payment service provider who shall be holding the funds you can use for entering into transactions on the Marketplace.

17. Purchasing of Claims

1. Preconditions. Before purchasing a Claim, you will be able to inspect the assignment agreement under which the Claim is transferred from the loan originator to you. You can proceed only if you have confirmed that the terms of the assignment agreement are acceptable to you and if you have a positive balance on your investor account at least in the amount to pay the price of the Claim.
2. Selecting Claims on the Marketplace. On the Marketplace, you will be shown all Claims which have been listed by loan originators and have not yet been fully purchased. Each Claim shall be listed together with information on the underlying loan and details of the Claim. Before you opt for purchasing a Claim, make sure you have inspected all data which has been provided to you about the Claim as well as the terms and conditions of the assignment agreement.
3. Making purchasing decision. You will be able to purchase any Claim listed on the Marketplace either fully or partially. To purchase a part of a Claim, you will be able to determine the purchase price of a certain Claim which will allow you to purchase the proportion of the Claim corresponding to the purchase price.
4. Assignment Agreement. All Claims listed on the Marketplace can be purchased under the assignment agreement which is available to Investor on the Marketplace. From time to time, some loan originators may ask us for certain exemptions in which case any such information shall be provided to you under the information about the Claim. There may be several types of assignment agreements available for purchasing Claims listed by certain loan originators (including in connection with the same loan agreement on different terms and conditions). In particular, payments to be made by the borrowers deriving from the Claims to investors under one type of assignment agreement may be subordinated to payments to be made to other investors under another type of assignment agreement. Investors are advised to acquaint themselves with the terms and conditions of a specific assignment agreement before opting for purchasing a Claim by concluding said type of assignment agreement. What is more, from time to time we ourselves may decide to make changes in the general terms and conditions of the assignment agreement in which case we will send you a notification beforehand and give you time to review the changes.
5. Payment of purchase price. The purchase price will be deducted from the funds held by Income (or a third party appointed by Income) on your behalf at the same time or immediately following your confirmation with which you accept the terms and conditions of the assignment agreement for the Claim. Once you have entered into an assignment agreement via the Marketplace, the positive balance of your funds reflected on your investor account is reserved in the necessary extent until the payment arising from such transaction is made, and no other transaction or withdrawal can be made by you on the account of these funds.
6. Completion of a transaction. An assignment agreement enters into force immediately after the preconditions for entering into the transaction (specified above) have been fulfilled and the price of the Claim has been deducted from your funds. After that, the title of the Claim will be transferred to you and the Claim will automatically appear on your investor account under the active investments.
7. Withdrawal from the transaction. You cannot withdraw from the transaction unless otherwise specified in the relevant assignment agreement.
8. Transaction data. Data related to the performance of the Claim shall be provided to you on your investor account. This includes the assignment agreement related to the transaction, the information which was published by the loan originator on the Marketplace and the data related to the actual transaction (i.e. time and date of the transaction and payment schedule applicable to the Claim)

18. Automated purchasing of claims

1. Authorising “autoinvest”. By authorising the autoinvest functionality, you are deemed to have approved and entered into assignment agreements in respect to the Claims which meet the criteria you have determined. Prior to authorising the autoinvest functionality you shall be able to review the standard terms of assignment agreements which shall be part of the assignment agreements to be concluded automatically in your name via the Marketplace. By entering into this User Agreement and authorising the autoinvest functionality you also authorise us to allocate your funds to pay the purchase price of each Claim (in accordance with clause 17) in the aggregate amount you have determined for acquiring the Claims using autoinvest.
2. Determining the criteria for autoinvest. For the autoinvest to work, you must determine the criteria for the Claims which you would like to acquire. The criteria may change from time to time but shall include at least the opportunity for you to pick the eligible loan originators and the minimum and maximum of loan amount from which the Claim derives, Claim size, interest rate, and term of the Claim. You can also determine the maximum sum which can be allocated to a Claim, the aggregate value of transactions autoinvest is permitted to make on your behalf and the maximum amount of funds which can be allocated by autoinvest. You may at any time change the criteria you have set. This will not affect any transactions which had been entered into before such a change.
3. Entering into a transaction. Autoinvest goes through all Claims on the Marketplace to find the ones which match the criteria you have predetermined. Once any such Claim is detected, the process of entering into the assignment agreement will be automatic and you will be notified of the assignment afterwards via the Marketplace or via e-mail.
4. Priority. In case several Marketplace users have authorised autoinvests with the same criteria, the Claims shall be allocated to the Marketplace users according to the algorithm active at the time and subject to changes by Income from time to time. For the avoidance of doubt, authorising autoinvest functionality does not guarantee that you will be able to acquire any Claims via the autoinvest functionality or how quickly you are able to acquire any Claims.
5. Scope of autoinvest. The autoinvest functionality may be used to acquire Claims listed on the Marketplace by loan originators.
6. Revocation of autoinvest. You can always revoke the authorisation of autoinvest in which case no additional transactions will be made on your behalf by autoinvest. This will not affect any transactions which had been entered into before the authorisation was revoked.
7. Limitation of our liability. If autoinvest acquires such Claims on your behalf which match the criteria you have determined, we are not responsible for the outcome of the use of autoinvest. For example, we also cannot be held liable if autoinvest does not find suitable Claims for you or if any eligible Claims are not allocated to you.
8. Availability of autoinvest. We have full discretion to decide whether or not we make the autoinvest functionality available for you. We may at any time terminate the use of autoinvest or change its functionality by giving you notice prior to or after the termination or change.

19. Withdrawal of funds

1. Submitting withdrawal requests. You may withdraw funds held by Income on your behalf in which case you must submit via the investor account instructions indicating the withdrawal amount. The funds shall be transferred to your payment account in accordance with your instructions in a due course. Withdrawal requests cannot be waived, meaning that once you have submitted a withdrawal request, your instructions are final.
2. Processing withdrawal requests. We expect to have each withdrawal request processed and payment initiated within 3 Business Days as of receipt of the request. Nevertheless, we will do our best to process withdrawal requests on a daily basis.
3. Sufficient funds. We can only withdraw funds if you have a positive balance of funds exceeding or equal to the requested withdrawal amount. After you have submitted a withdrawal request, the funds which you wish to withdraw shall be reserved on or deducted from your investor account and cannot be used for purchasing Claims.
4. Eligible payment account. The funds will only be transferred to a payment account opened in your name with a payment services provider duly licensed to provide services in the respective member state of the European Economic Area, Switzerland or the UK and the details of which you have provided via the Marketplace. Withdrawals to a payment account of any third party are expressly prohibited. We may refuse to make payments to a payment account which you have not used for making payments to us or which do not comply with this clause.
5. Correct payment details. You are solely responsible for ensuring that any withdrawal instructions, including your payment account number, are complete and correct and you accept and agree that under no circumstances will Income be under any obligation to reverse or amend any withdrawal.
6. Third party service provider. The terms of withdrawal of funds (except clause 19.3) will not apply if the funds are held by a third-party payment service provider. In the latter case, the terms and conditions of such third-party payment service provider shall apply.

20. Income's obligations and liability

1. In addition to other functions specifically set forth in this User Agreement, Income as the operator of the Marketplace shall undertake to perform the following activities:
   1. transfer the price of the Claim from your investor account to relevant payment account of the loan originator;
   2. organise distribution the funds received from the loan originators among the creditors who have purchased claims from the loan originators and reflect the funds equivalent to the repayments in relation with your Claims on your investor account;
   3. provide you with information about the performance of the Claims as received from loan originators under the same conditions as information is provided to other creditors.
2. Income may delegate any of its obligations to third party service providers if this is required under applicable law or if it is necessary for improving the quality of the services provided via the Marketplace.
3. Income shall not be liable for due performance of loan originator’s obligations and payment obligations of the borrowers deriving from the Claims. You accept that by entering into an assignment agreement on the Marketplace you bear a credit risk in relation to the borrower who is liable for performing the Claim you have acquired and the loan originator who has issued the loan from which the Claim arises.
4. For the avoidance of doubt, when providing its services to you, Income does not operate in the independent interest of each and every creditor but in the joint interests of all creditors. This means that if parts of a Claim are assigned to different investors, Income acts in the overall interest of all such creditors (at Income’s discretion) and treats the creditors equally.

21. Taxes

1. Paying taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you carry out through your investor account, and for withholding, collecting, declaring and paying the correct amounts of tax to the appropriate tax authorities.
2. Information about taxation obligation. We will ask loan originators to provide us information about the taxation of your earnings in the country of operations of the loan originator. For the avoidance of doubt, we shall not have any obligation to verify such information. This does not limit your obligation under clause 21.1.
3. Limitation of our liability. We are not responsible for your failure to declare and pay taxes and state duties. We are not liable for any misinformation provided by loan originators to you and other users via the Marketplace.

22. Value added tax

All fees, commissions and other amounts payable by you under this User Agreement are stated exclusive of value added tax and any similar turnover tax. Where any such tax is chargeable by law on any such amount, that tax shall be added to the amount and shall be borne by you. Where you are a consumer, any such addition shall apply prospectively only, with effect from a date not earlier than sixty (60) days after we have notified you of it, and you may withdraw all funds from your investor account and request closure of the investor account under clause 24.2 free of charge, provided that we receive your closure request before that date and you withdraw your entire Available Balance within seven (7) days of our request to do so. In that case, the addition shall not apply to you, even if the closure is completed after that date.

23. Amendment of this user agreement

1. Right to make amendments. We reserve the right to unilaterally amend the terms and conditions of this User Agreement from time to time, provided that the amendment is made for one or more of the following reasons: (i) to comply with a change in applicable law, regulation or the requirements or guidance of a competent authority; (ii) to reflect a change in the cost to Income of providing the services under this User Agreement; (iii) to improve the services provided via the Marketplace or to address a security, fraud or technical risk; or (iv) to correct an error or clarify an ambiguity in this User Agreement without adversely affecting your rights. Any amendment shall be reasonable having regard to its stated reason and shall not apply retroactively to fees, charges or other amounts already accrued. We will notify you before any changes to this User Agreement enter into force. The changes will become effective and shall be deemed accepted by you, unless you notify us of your objection in accordance with clause 23.3 before the date on which the changes take effect. An objection received after that date has the effect described in clause 23.3.
2. Notifying you of amendments. We will notify you of any amendments to this User Agreement that we consider likely to affect your rights and obligations. The notice will state the date on which the amendments enter into force.
3. Objection to amendments. If you do not wish to be bound by an amendment, you may notify us of your objection using the contact details set out in clause 27.3, or request closure of your investor account under clause 24.2 free of charge. Where we receive your closure request before the amendment enters into force, the amendment shall not apply to you, even if the closure is completed after that date, provided that you withdraw your entire Available Balance within seven (7) days of our request to do so. Otherwise, the amendment applies to you from the day after that period ends.
   1. If you notify us of your objection, you will not be allowed to enter into any transaction on the Marketplace (including to acquire any Claims) nor add any funds to your investor account, and we will restrict your investor account to withdrawals only.
   2. After you object, you must withdraw your entire Available Balance within seven (7) days (the “Withdrawal Period”). The Withdrawal Period starts:
      (a) if you hold Outstanding Claims, on the day all repayments have been made. Until then, your investor account stays restricted to withdrawals only; or
      (b) if you hold no Outstanding Claims, on the day we receive your objection or the day the amendment enters into force, whichever is later.
   3. From the day we receive your objection until the end of the Withdrawal Period, we will not charge you any fee, or increase in a fee, introduced by the amendment, but we will not refund any fee charged before your objection. If you object before the amendment enters into force, it will not apply to you until the end of the Withdrawal Period. If you object afterwards, the amendment applies to you, but without any such fee during this period.
   4. As soon as your investor account has no Available Balance and you do not hold any Outstanding Claims, we will close your investor account and this User Agreement will terminate, with the same consequences as for a regular termination of this User Agreement. If any Available Balance remains on your investor account at the end of the Withdrawal Period, your objection shall lapse, your investor account will remain restricted to withdrawals only, and from the following day (the “Lapse Date”) the amendment, including any fee or fee increase it introduces, shall apply to you.
   5. You may object to each amendment only once. If your objection lapses, any further objection to the same amendment shall have no effect and the amendment shall continue to apply to you. This does not affect your right to close your investor account under clause 24.

24. Termination

1. Preconditions. You may close your investor account at any time and thereby terminate this User Agreement, provided that there are no monetary claims against you in connection with the use of the Marketplace and there are no Outstanding Claims which have been assigned to you. If there are any Outstanding Claims, you may only terminate the User Agreement and close your investor account, once all repayments have been duly made. We shall be under no obligation to remunerate you for the Outstanding amounts of the Claims.
2. Termination by you. To close your investor account and thereby terminate this User Agreement, you must first submit a withdrawal request for your entire Available Balance through your investor account in accordance with clause 19, and then submit a closure request to us using the contact details set out in clause 27.3, sent from the e-mail address associated with your investor account. We may ask you to confirm your identity before acting on the request. Subject to clause 24.1, we will close your investor account without undue delay after receiving your closure request or, where we have asked you to confirm your identity, after receiving that confirmation, provided that your Available Balance is €0 and any pending withdrawal has been completed. If any funds remain on your investor account, we will ask you to withdraw them before we close it. We will confirm the closure to you by e-mail.
3. Consequences. Once your investor account is closed you will have no further access to it. We will no longer be under any obligation to fulfil any of our obligations deriving from this Agreement, other than those which by their nature are intended to survive closure. Your investor account will only be closed once all funds have been withdrawn.

25. Termination by us

1. We have the right to restrict, suspend or close your investor account and/or terminate this User Agreement if you breach any of your obligations under this User Agreement. Your access to your investor account may also be suspended at any time at the request of any competent authority should there be any reason for investigating a fraud or any other illegal activity in which case you will not, among other, be able to withdraw your funds or complete any other actions forbidden by the authorities.
2. We have the right to close unconfirmed investor accounts or investor accounts that have been inactive (i.e. no Claims allocated to the investor account) for a period of twelve months or more and/or if we decide not to continue provision of services via the Marketplace in which case you will be notified about the status of your investor account using the contact details you have provided us. For the avoidance of doubt, the closure of an inactive account under this clause is independent of and does not affect the application of account administration fees under clause 8, which may apply prior to any such closure.
3. We will give you at least fourteen (14) days' prior notice of the termination of this User Agreement and closure of your investor account, save that no such notice is required where we are prohibited by law from giving it, where a competent authority directs immediate closure, or where the circumstances give us a valid reason to terminate without notice, in which case we will notify you as soon as reasonably practicable thereafter.

26. Closure of the Marketplace

In case the Marketplace operations are terminated, and the Marketplace closed, Income may either by itself or with the help of a third party facilitate the collection of the Claims which are outstanding after the closure of the Marketplace. Income may transfer any and all of its rights or obligations (together or separately) under this User Agreement and any agreements concluded on the Marketplace to any third party at Income’s discretion (this includes the transfer of any data, including personal data, to such third party). You hereby give your irrevocable consent for such transfer.

27. Final provisions

1. If we are unable to perform the services via the Marketplace due to circumstances beyond our control, including but not limited to an event of force majeure, change of law or change in sanctions policy, we will not bear any liability to you or any third party.
2. Any notice or other communication from Income to you will be done via e-mail to the e-mail address associated with your investor account or via your investor account. You are considered to have received the notice or other communication on the next day as of sending it or making it available via your investor account.
3. Any notice or other communication from you to Income will be done via e-mail to hello@getincome.com. We are considered to have received the notice or other communication on the next Business Day as of sending the notice.
4. Notwithstanding any other provision of this User Agreement, any translation is provided solely for your convenience. In case of discrepancy between the texts in English and the texts in other languages, the text in English shall be deemed as correct.
5. These terms and conditions are governed and construed in accordance with Estonian law. If any claims and disputes arise between you and the Income, they are to be settled by informal negotiation between you and the Income. If we are not able to come to an agreement, further claims arising out of or in connection with this User Agreement will be resolved in Harju county court in Estonia.