Terms of Use — Invokap

1. Purpose

These General Terms of Use (“GTU”) define the terms of access to and use of the Invokap platform, operated by INVOKAP LIMITED.

The Invokap platform enables companies to submit certain of their B2B trade receivables for potential acquisition by INVOKAP LIMITED.

INVOKAP LIMITED may acquire certain trade receivables for its own account in the context of individual receivables assignment transactions.

Each receivable is reviewed separately and each potential acquisition is the subject of a distinct and autonomous assignment agreement.

Certain transactions may be financed by professional investors previously approved by INVOKAP LIMITED.

INVOKAP LIMITED remains in all cases the legal purchaser of the receivable vis-à-vis the seller.

The platform may process transactions involving sellers and debtors established in several countries, including within the European Union and in other jurisdictions accepted by INVOKAP LIMITED.

The availability of the service in a given country depends in particular on INVOKAP LIMITED’s internal criteria, the nature of the receivable, applicable regulation, verification possibilities, rules relating to the assignment of receivables, international sanctions and, where required, the availability of credit insurance coverage.

Unless otherwise stipulated in the relevant assignment agreement, contracts concluded with INVOKAP LIMITED are governed by the laws of Ireland, subject to the mandatory rules applicable to the receivable concerned, in particular as regards the existence of the receivable, assignability, opposability of the assignment, notification to the debtor and discharge of payment.

2. Platform publisher

The Invokap platform is published by:

INVOKAP LIMITED
Venture Hub
136 Capel Street
Dublin
D01 T2C9
Ireland

Email: contact@invokap.com

France: +33 6 52 52 56 90
United Kingdom: +44 7915 884837
United States: +1 917 730 2163

INVOKAP LIMITED operates a technology platform enabling the submission, analysis, documentation and completion of individual B2B trade receivables assignment transactions.

3. Nature of the activity

INVOKAP LIMITED acts as operator of the Invokap platform and as legal purchaser of the trade receivables that it individually decides to acquire.

The platform does not constitute a bank account, a payment account, a savings account, a deposit service or an investment product offered to the public.

INVOKAP LIMITED does not accept deposits from the public in the context of the service offered to sellers.

Sellers use the platform to propose specific receivables to INVOKAP LIMITED.

The submission of a receivable never constitutes a credit application and creates no right to financing.

INVOKAP LIMITED retains at all times the freedom to accept or refuse any proposed receivable.

Certain transactions may be financed by professional investors approved by INVOKAP LIMITED in accordance with the contracts concluded with those investors.

4. Absence of a framework agreement with the seller and independence of each assignment

These GTU govern solely access to the platform, its use and the general rules applicable to users.

These GTU do not constitute a framework agreement for the purchase, financing or assignment of receivables between INVOKAP LIMITED and the seller.

Registration on the platform, creation of an account, KYC/KYB verification, acceptance of these GTU or regular use of the platform create no obligation for INVOKAP LIMITED to acquire a present or future receivable.

No contractual relationship arising from these GTU constitutes a financing line or a promise of financing available for the benefit of the seller.

The seller remains entirely free to propose or not to propose a receivable to INVOKAP LIMITED.

The seller:

is under no obligation to assign its receivables to INVOKAP LIMITED;
is under no minimum assignment volume;
is under no minimum assignment frequency;
is under no obligation to propose all of its receivables;
grants no general exclusivity to INVOKAP LIMITED, except as expressly provided for a specific receivable in its individual assignment agreement.

INVOKAP LIMITED:

is under no obligation to acquire any proposed receivable;
is under no obligation to acquire any future receivable;
guarantees no financing volume;
guarantees no purchase frequency;
does not guarantee the future acceptance of a seller that has already completed one or more transactions on the platform.

Each receivable constitutes an independent transaction.

For each receivable:

the seller freely chooses to submit a specific receivable;
INVOKAP LIMITED analyses that receivable individually;
INVOKAP LIMITED freely decides to accept or refuse it;
any commercial proposal concerns exclusively the identified receivable;
acceptance of a prior receivable creates no right in respect of another receivable;
in the event of agreement, a distinct assignment agreement is concluded for the receivable concerned;
the legal transfer of the receivable takes place in accordance with that individual agreement and the rules applicable to the transaction concerned.

Each transaction is therefore legally independent of previous or future transactions.

5. Definitions

Platform

The Invokap website, its user areas, interfaces, APIs and associated technology services.

User

Any authorised natural person or any legal entity accessing the platform.

Seller

Any company proposing a trade receivable to INVOKAP LIMITED with a view to a potential assignment.

Debtor

Any company or entity liable for payment of a trade receivable submitted to the platform.

Receivable

Right to payment arising in particular from a B2B commercial invoice corresponding to a genuine commercial transaction.

Assignment Agreement

Individual agreement concluded between the seller and INVOKAP LIMITED relating to a specifically identified receivable.

Professional Investor

Company, institution, investment vehicle or legal entity approved by INVOKAP LIMITED that may finance certain transactions carried out by INVOKAP LIMITED.

Credit Insurance

Insurance mechanism that may cover all or part of the risk of non-payment of a receivable in accordance with the conditions, exclusions and limits of the relevant policy.

6. Access to the platform

Access to services intended for sellers is reserved for legally incorporated companies.

Registration may in particular require:

creation of a user account;
provision of accurate and up-to-date legal information;
identification of legal representatives;
identification of beneficial owners;
a KYC/KYB procedure;
provision of supporting documents;
checks relating to international sanctions, fraud or money laundering.

INVOKAP LIMITED may refuse, suspend or close an account in particular in the event of:

false or incomplete information;
inability to carry out the necessary checks;
fraud risk;
regulatory risk;
breach of these GTU;
abusive use of the platform.

Validation of a user account does not constitute acceptance of a receivable and does not constitute any promise of purchase or financing.

Access to the area reserved for investors is limited to professional investors approved by INVOKAP LIMITED.

Such access may require:

a KYC/KYB procedure;
manual validation;
signature of a Master Participation Agreement or any other agreement applicable to the relationship between INVOKAP LIMITED and the investor.

Any agreement concluded with an investor concerns exclusively the relationship between that investor and INVOKAP LIMITED.

It does not in any circumstances constitute a framework agreement between INVOKAP LIMITED and sellers and creates no right of purchase or financing for the benefit of a seller.

7. Services offered to sellers

The Invokap platform may enable corporate users to:

create an account;
submit a specific trade receivable;
transmit invoices and supporting documents;
transmit information concerning the debtor;
track the analysis of a receivable;
receive a price proposal for a specific receivable;
accept or refuse that proposal;
electronically sign an individual assignment agreement;
track the progress of a transaction;
consult the payment status of assigned receivables.

Receipt of a proposal by the seller constitutes no commitment concerning another receivable.

INVOKAP LIMITED remains free to accept or refuse each receivable individually.

8. Receivable eligibility conditions

Only B2B trade receivables meeting INVOKAP LIMITED’s criteria may be reviewed.

A receivable must in particular be capable of being:

identifiable;
certain;
linked to a genuine commercial transaction;
not yet due at the time of its review, unless otherwise decided by INVOKAP LIMITED;
undisputed;
assignable;
supported by sufficient commercial documents.

INVOKAP LIMITED may also impose criteria relating to:

the seller;
the debtor;
the seller’s country;
the debtor’s country;
the currency;
the value of the receivable;
the due date;
the business sector;
risk concentration;
the debtor’s solvency;
credit insurance coverage.

Receivables may in particular be accompanied by:

invoice;
purchase order;
delivery note;
commercial contract;
proof of performance of the service;
debtor confirmation;
proof of delivery;
any document enabling the existence and enforceability of the receivable to be established.

The minimum amount usually accepted is set at:

EUR 5,000 or equivalent in another currency, unless otherwise decided by INVOKAP LIMITED.

Compliance with eligibility criteria never guarantees acceptance of a receivable.

9. Non-eligible receivables

INVOKAP LIMITED may in particular refuse the following categories.

9.1 Public sector receivables

Unless otherwise decided by INVOKAP LIMITED, receivables owed by:

public administrations;
local authorities;
public establishments;
state bodies;
other entities belonging to the public sector,

may be excluded.

9.2 Down payment invoices

Invoices corresponding solely to down payments, advances or future services may be refused.

9.3 Disputed receivables

Receivables that are the subject of:

a dispute;
a challenge;
a lack of conformity;
a reimbursement request;
an announced credit note;
a known set-off,

may be refused.

9.4 Already assigned or encumbered receivables

Any receivable already assigned, pledged, charged, financed or subject to incompatible rights belonging to a third party is excluded except with the prior agreement of INVOKAP LIMITED.

10. Individual analysis of receivables

INVOKAP LIMITED carries out a prior analysis before any acquisition.

This analysis may in particular include:

financial analysis of the debtor;
credit scoring;
analysis of the seller;
documentary verification;
fraud detection;
invoice checks;
verification of the existence of the commercial relationship;
verification of bank details;
consultation of commercial databases;
consultation of public data;
verification of credit insurance coverage;
verification of international sanctions;
request for additional information;
direct or indirect confirmation of the receivable with the debtor where this is deemed necessary.

Each analysis concerns a specific receivable.

Prior acceptance of a receivable from the same seller or the same debtor never obliges INVOKAP LIMITED to accept a new receivable.

INVOKAP LIMITED may refuse a transaction without being required to disclose its internal decision or risk criteria.

11. Proposal and individual assignment agreement

Where a receivable meets INVOKAP LIMITED’s internal criteria, a proposal may be sent to the seller.

This proposal may in particular specify:

the identity of the seller;
the identity of the debtor;
the invoice reference;
the nominal amount;
the currency;
the due date;
the price proposed for the assignment;
any fees;
the specific conditions of the transaction;
the validity period of the offer.

A proposal concerning a receivable is strictly limited to that receivable.

It does not constitute a promise to purchase other receivables.

The assignment becomes effective only after fulfilment of the conditions set out in the individual assignment agreement relating to the receivable concerned.

Each assignment agreement is autonomous from other assignment agreements that may be concluded between the same parties.

No succession of transactions creates, by itself, an obligation of continuous purchase of receivables.

12. Financing of transactions by professional investors

Certain acquisitions of receivables carried out by INVOKAP LIMITED may be financed in whole or in part by approved professional investors.

The terms of financing are determined between INVOKAP LIMITED and the investors concerned.

Unless otherwise specifically stipulated, investors financing a transaction do not become direct contracting parties of the seller.

INVOKAP LIMITED remains the legal purchaser of the receivable in the context of the relationship with the seller.

The relationships between INVOKAP LIMITED and its investors are distinct from the relationship between INVOKAP LIMITED and sellers.

No agreement between INVOKAP LIMITED and an investor creates an obligation for INVOKAP LIMITED to purchase a seller’s receivables.

Access to the platform does not constitute a public offer of financial products or investments.

13. Payment of the assignment price

When all conditions of the transaction are fulfilled, INVOKAP LIMITED proceeds with settlement of the assignment price in accordance with the terms set out in the individual assignment agreement.

Payments may be made in particular through:

banking institutions;
payment institutions;
payment service providers;
Open Banking solutions;
compatible SEPA or international infrastructures.

Banking or technical delays do not depend exclusively on INVOKAP LIMITED.

14. Credit insurance

Certain receivables acquired or proposed for financing may benefit from credit insurance coverage.

Where 90% coverage is applicable to a transaction, it remains subject to the specific conditions of the relevant insurance policy.

Insurance coverage:

is not an absolute guarantee of payment;
may include a deductible;
may be subject to exclusions;
may be conditioned on compliance with timeframes or procedures;
may be reduced or refused in accordance with the insurer’s contractual provisions.

INVOKAP LIMITED may handle operational follow-up of insurance-related steps where a receivable benefits from such coverage.

15. Payment by the debtor and notification of the assignment

Where required or provided for a transaction, the debtor may be informed of the assignment of the receivable.

The terms of notification and opposability are determined in accordance with the assignment agreement and the mandatory rules applicable to the receivable concerned.

After valid notification of the assignment, the debtor must make payment in accordance with the instructions communicated to it.

The individual assignment agreement may provide for the bank details and settlement instructions applicable.

16. Collection of acquired receivables

After acquisition of a receivable, INVOKAP LIMITED may carry out or have carried out:

due date monitoring;
reminders;
communication with the debtor;
confirmation requests;
amicable collection steps;
judicial collection steps where necessary;
formalities linked to any credit insurance.

INVOKAP LIMITED may use external providers for certain of these operations where legally possible.

17. Seller’s obligations and warranties

The seller warrants in particular that any proposed receivable:

corresponds to a genuine commercial transaction;
exists legally;
is valid;
is certain;
corresponds to the declared amount;
is not fictitious;
is not simulated;
has not been fully paid;
has not been assigned to a third party;
is not encumbered by an undeclared incompatible right;
is not the subject of an undeclared dispute;
is not affected by an undeclared credit note;
is not subject to a known undeclared set-off.

The seller also warrants the accuracy of the documents and information transmitted to INVOKAP LIMITED.

It undertakes to inform INVOKAP LIMITED immediately of any event likely to affect:

the existence of the receivable;
its amount;
its enforceability;
its due date;
its assignability;
the debtor’s solvency;
its payment;
the existence of a dispute;
the existence of a credit note;
the existence of a set-off.

The seller must cooperate reasonably with INVOKAP LIMITED to enable verification, notification, payment or collection of the receivable.

18. Risks

Users acknowledge that trade receivables assignment and financing transactions may involve certain risks.

These risks may in particular include:

late payment by the debtor;
default of payment;
insolvency;
fraud;
documentary falsification;
commercial dispute;
challenge of the receivable;
banking delay;
collection difficulty;
delay or refusal of insurance indemnification;
regulatory change;
force majeure event.

INVOKAP LIMITED implements verification and monitoring procedures aimed at managing these risks without being able to eliminate them entirely.

No return, profit, repayment or absolute payment timeframe can be guaranteed to investors independently of the debtor’s behaviour, collection procedures, banking delays and any credit insurance conditions.

INVOKAP LIMITED does not provide users with personalised tax, legal or investment advice in the context of these GTU.

19. Electronic signature

Documents, transactions, contracts and agreements concluded via the platform may be signed electronically.

The mechanisms used may in particular include:

OTP code by SMS;
OTP code by email;
electronic signature;
validation via secure link;
strong authentication;
any other electronic system enabling identification of the signatory and retention of proof of consent.

Evidence elements may in particular include:

declared identity;
IP address;
timestamp;
telephone number;
email address;
browser;
device used;
technical connection logs;
authentication evidence.

The parties acknowledge the admissibility of these elements as means of evidence within the limits provided by applicable regulation.

20. Intellectual property

The Invokap platform, its software, interfaces, architecture, databases, trademarks, logos, texts, visuals and other elements are protected by applicable intellectual property rights.

No provision of these GTU transfers to the user any ownership right over the platform.

Any unauthorised reproduction, extraction, copying, modification or exploitation is prohibited.

21. Limitation of liability

INVOKAP LIMITED implements reasonable means to ensure the operation and security of the platform.

Within the limits permitted by applicable law, INVOKAP LIMITED cannot in particular be held liable for consequences resulting from:

temporary interruption of the service;
technical unavailability;
an internet incident;
failure of an external provider;
a banking delay;
late payment by the debtor;
default of payment;
reasonably undetectable documentary fraud;
delay in indemnification by an insurer;
refusal of indemnification in accordance with the conditions of an insurance policy;
unavailability of an Open Banking solution;
malfunction of a banking or payment institution;
a case of force majeure;
an event beyond INVOKAP LIMITED’s reasonable control.

No provision of these GTU limits liability where such limitation is prohibited by an applicable mandatory rule.

22. Platform availability

INVOKAP LIMITED implements reasonable means to ensure the availability and operation of the platform.

INVOKAP LIMITED does not, however, guarantee permanent, continuous or uninterrupted access.

The platform may in particular be temporarily unavailable due to:

maintenance operations;
updates;
technical incidents;
security constraints;
problems affecting a provider;
events beyond INVOKAP LIMITED’s control.

INVOKAP LIMITED may also modify, suspend or withdraw certain platform functionalities where necessary.

23. Personal data

Personal data processing carried out in the context of use of the platform is performed in accordance with applicable regulation.

The corresponding terms are set out in the Privacy Policy available at:

https://invokap.com/privacy

24. Amendment of the GTU

INVOKAP LIMITED may amend these GTU in particular to take account of:

evolution of the platform;
addition of new functionalities;
regulatory changes;
operational changes;
new security requirements.

Users may be informed of material amendments by any appropriate means.

Amendment of the GTU does not retroactively modify the economic or legal terms of an individual assignment agreement already concluded, except by agreement of the parties or legal requirement.

25. Languages

These GTU may be offered in several languages.

In the event of a difference of interpretation between several versions, the version designated as the reference version by INVOKAP LIMITED shall apply.

Unless otherwise indicated, the English version constitutes the legal reference version for international operations.

A translation may be provided to facilitate users’ understanding.

26. Governing law

These GTU are governed by the laws of Ireland, subject to any applicable mandatory rule.

Unless otherwise stipulated in an individual assignment agreement, the contractual relationship between INVOKAP LIMITED and the seller is also governed by the laws of Ireland.

However, the mandatory rules applicable to a specific receivable remain applicable where they concern in particular:

the existence of the receivable;
its assignability;
the opposability of the assignment;
notification of the debtor;
the effects of the assignment vis-à-vis the debtor;
the discharging nature of payment;
the rights belonging to the debtor.

27. Jurisdiction

Subject to any contrary mandatory rule, any dispute relating to:

these GTU;
their interpretation;
their validity;
their performance;
the contractual relationship between the user and INVOKAP LIMITED,

falls within the exclusive jurisdiction of the competent courts of Dublin, Ireland.

An individual assignment agreement may provide for specific provisions where the nature or country of the receivable so requires.

28. Severability

If a provision of these GTU is declared invalid, illegal or unenforceable, the other provisions remain applicable.

The provision concerned must, to the extent possible, be interpreted or replaced so as to preserve the parties’ original economic and legal intention.

29. No waiver

The fact that INVOKAP LIMITED does not immediately exercise a right provided for by these GTU does not constitute a waiver of that right.

30. Entirety of the GTU

These GTU constitute the general rules of use of the platform.

They do not replace the individual agreements concluded for each assignment.

In the event of a contradiction between these GTU and an individual assignment agreement concerning a specific transaction, the individual assignment agreement prevails for that transaction.

The existence of several individual assignment agreements between INVOKAP LIMITED and the same seller does not transform those individual transactions into a general commitment to purchase future receivables.

31. Contact

For any question relating to these GTU:

INVOKAP LIMITED

Venture Hub
136 Capel Street
Dublin
D01 T2C9
Ireland

Email: contact@invokap.com

France: +33 6 52 52 56 90
United Kingdom: +44 7915 884837
United States: +1 917 730 2163

Invokap is operated by INVOKAP LIMITED.

INVOKAP LIMITED enables companies to propose their B2B trade receivables individually with a view to their potential acquisition.

Each receivable is the subject of an independent analysis and, where accepted, of an individual assignment agreement.

Registration or use of the platform constitutes no promise of purchase or financing of present or future receivables.

Certain transactions may be financed by professional investors approved by INVOKAP LIMITED.

INVOKAP LIMITED remains the legal purchaser of the receivables that it decides to acquire.