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Claim Assignment and Accounting Agreement

Claim Assignment and Accounting Agreement

(Public offer)

№ U_______________

"Ukrainian Guarantee Agency" LLC, in the name of director Senchenko Nikita acting on the basis of the Charter, hereinafter referred to as the "GUARANTOR", on the one part, and any person who has accepted (accepting) this offer, hereinafter referred to as the "CREDITOR", on the other part, collectively referred to as the PARTIES, have concluded the present Claim Assignment and Accounting Agreement (hereinafter referred to as the Agreement).

1. PREAMBLE

1.1. The GUARANTOR suggests the CREDITOR to carry out transactions by assigning to the latter the claims of the GUARANTOR to his/her obligor (further the primary obligor).

1.2. The claims to the primary obligor of the GUARANTOR are valid accounts receivable (AR) of a third party - a resident of Ukraine - to the GUARANTOR, expressed in national currency of Ukraine - HRYVNIA.

1.3. The assignment of claims by the GUARANTOR to the CREDITOR is carried out according to the Article 512 of Civil Code of Ukraine.

1.4. Each transaction on claim assignment is registered by a separate Additional Agreement to the present Agreement with it being integral part of the Agreement.

1.5. The GUARANTOR shall hereby warrant to timely execute obligations under the claims to the CREDITOR.

1.6. To execute the obligations under the Agreement, the Parties use automated WebMoney Transfer accounting system in WMU format for the quantitative accounting of the claims assigned to the CREDITOR, hereinafter referred to as the "System". The accounting is maintained using visually displayed by the "System" WMU title units. One WMU includes one hryvnia of the debt which is the subject of the claims. The account is maintained in the hundredth fraction (0.01) of WMU.

1.7. The records about quantities of WMU in the "System" on the accounts registering quantity of the claims belonging to the CREDITOR ("purses" of U type), hereinafter referred to as the "Records" and "Accounts", certify the quantity of the claims to the primary obligor of the GUARANTOR belonging to the CREDITOR.

1.8. The CREDITOR can partially or fully transfer the claims that belong to him/her (as registered on his/her Accounts) to other CREDITORS - members of the "System", using "System" tools for the accounting.

1.9. The Parties shall hereby acknowledge that the present Agreement comes into force from the moment the CREDITOR accepts (accepts the offer), and has a simple written form in conformity with the Article 207 of Civil Code of Ukraine.

2. Subject of the Agreement

2.1. The GUARANTOR shall hereby undertake to re-assign for a compensation the claims on the conditions provided by the present Offer to the CREDITOR. The acquisition of a certain quantity of claims is initiated by the CREDITOR on his/her voluntary wish, and is defined according to the preliminary electronic application of the CREDITOR using the "System" procedure.

2.2. When the GUARANTOR assigns the claims in behalf of the CREDITOR, the Parties accept the Addition Agreement. The GUARANTOR shall hereby accept the Additional Agreement by registering the Additional Agreement, signing it and providing it to the CREDITOR for the acceptance of the offer by means of the "System". The CREDITOR shall hereby accept the Additional Agreement by paying the costs of claims assignment in behalf of the GUARANTOR and using his/her details as provided in the Additional Agreement. The Parties of this Agreement shall hereby acknowledge the moment of transition of the claims from the GUARANTOR to the CREDITOR as the moment when the GUARANTOR receives the payment for claims assignment to his/her bank account of the GUARANTOR.

2.3. When claims are transferred to the CREDITOR, their quantities are registered by the GUARANTOR as "Record" on the CREDITOR's "Account" in the System.

2.4. The CREDITOR shall have the right to partially or fully re-assign the claims to other CREDITOR - a member of the "System". The participants of such transaction bear the responsibility for observing legality of such transition and paying compensation for all possible risks connected with such transition.

2.5. The CREDITOR shall have the right to receive the claims from other CREDITOR - a member of the System. The participants of such transaction bear the responsibility for observing legality of such transition and paying compensation for all possible risks connected with such transition. The GUARANTOR shall hereby undertake to confirm the ownership of the claims by the new CREDITOR, only if the transition of the claims has been correctly registered in the "System" and the corresponding "Records" have been transferred to the "Account" of the new CREDITOR.

2.6. The GUARANTOR shall hereby undertake to notify the primary obligor about the CREDITOR's ownership of the claims and their amount in monetary terms under the Agreement according to which the claims have arisen. The GUARANTOR shall hereby perform such actions at the discretion of the CREDITOR, expressed during the "System" procedure and after providing the "Records" from the CREDITOR's account for examination to the "Account" of the GUARANTOR. Thus the amount of the claims is defined by the "Records" according to the "System" rules.

2.7. In the event the CREDITOR performs the actions specified in the section 2.6. the GUARANTOR shall hereby fulfill the monetary obligations to the CREDITOR in the confirmed volume of the claims in no more than two bank days.

3. GUARANTOR's Rights and Obligations

3.1. The GUARANTOR shall hereby warrant to generate the Additional Agreement in the form of the offer for the amount of claims as expressed in the wish of the CREDITOR in the "System" procedure and give it to the CREDITOR for acceptance (offer acceptance). The Additional Agreement shall contain the following information:

  • name and details of the primary obligor
  • details of the entitling document according to which the debt has arisen
  • part of the debt for which the claim is assigned
  • fee for claim assignment

3.2. After the CREDITOR accepts the Additional Agreement the GUARANTOR shall hereby warrant to fix the quantity of assigned claims by a "Record" on the U ____ "Account" belonging to the CREDITOR in the "System".

3.3. In the event the CREDITOR demands to receive in documentary form the package of the documents certifying claims of the CREDITOR to the primary obligor, the GUARANTOR shall hereby undertake to execute this demand within 3 working days following the day of such demand. At the same time the CREDITOR shall hereby:

  • show to the GUARANTOR his/her Means of Identification in the "System"
  • show to the GUARANTOR the documents verifying his/her essential details, as a person under the legislation of Ukraine
  • sign for his/her part hard copies of the documents which include the package of the documents certifying the claim of the CREDITOR to the primary obligor
  • transfer "Records" from his/her account in the "System" for examination to the "Account" specified by the GUARANTOR

The package of the documents certifying the claim of the CREDITOR to the primary obligor, includes:

  • hard copy of the present Agreement signed by the Parties
  • hard copy of the Additional Agreement signed by the Parties
  • notification to the primary obligor about the transfer of the claims, signed by the GUARANTOR
  • copy of the entitling document according to which the debt has arisen and verified by the GUARANTOR

It is possible to get the package of documents in hard copies after the Parties agree about meeting time in the office of "Ukrainian Guarantee Agency" LLC at the following address: Ukrainian Guarantee Agency, 8 S.Strutinskogo street, Kiev, Ukraine.

3.4. In the event the GUARANTOR for whatever reasons cannot fulfill the request specified in the section 3.3., after providing the "Records" from the account of the CREDITOR for examination to the "Account" specified by the GUARANTOR, he/she shall hereby undertake to make the full compensation of the claim registration cost.

3.5. The GUARANTOR shall hereby warrant to fulfill obligations to the CREDITOR within two bank days in the amount of the verified claims, in the event the CREDITOR:

  • provides the GUARANTOR with the application for fulfilling (selling) claims, registered via the "System" procedure
  • provides the "Records" from his/her account in the "System" for examination to the "Account" specified by the GUARANTOR

3.6. To fulfill the obligations pursuant to the sections 3.4., 3.5 of the Agreement the GUARANTOR shall have the right to resort to participation of third parties, provided that the CREDITOR does not object to the change of the debtor pursuant to the Article 520 of Civil Code of Ukraine.

4. CREDITOR's Rights and Obligations

4.1. Before accepting the present Offer the CREDITOR is obliged to become a registered user of the "System", wherefore to conclude the "Agreement on transfer of property rights by digital title units" (hereinafter referred to as the AGREEMENT) with WM Transfer Ltd. - the owner, installer and administrator of the "System".

4.2. The CREDITOR shall hereby fulfill the conditions of the AGREEMENT and the present Public Offer.

4.3. The CREDITOR shall hereby have the right to demand and the GUARANTOR is obliged on CREDITOR's request to register with him/her a hard copy of the present Agreement after the CREDITOR presents: his/her identification means in "WebMoney Transfer" system, the documents confirming his/her essential details, as a person under the legislation of Ukraine; and signs for his/her part a hard copy of the Agreement. The registration and issuance of the Agreement occurs after the Parties agree on the meeting time in the office of "Ukrainian Guarantee Agency" LLC at the following address: Ukrainian Guarantee Agency, 8 S.Strutinskogo street, Kiev, Ukraine.

5. The Order and the Form of Payments

5.1. The fee for claims assignment under the Additional Agreement can differ in a greater part from the amount of a part of the claims, for which the claim is assigned.

5.2. After the CREDITOR accepts the text of the Additional Agreement via the "System" procedure, the GUARANTOR shall hereby provide the CREDITOR with an electronic payment form (notification, payment order) in the amount of claims assignment. The 'Payment purpose' column shall contain: Additional Agreement № ____ from to the Agreement №U __________ for claims assignment, without VAT.

5.3. In the event the payment is transferred to the bank account of the GUARANTOR with the information in the 'Payment purpose' column different from the one specified in the payment form pursuant to the Section 5.2., the GUARANTOR shall have the right to consider such payment as incorrect. It implies the return of the transferred monetary funds with the loss of the bank and/or post charges and dissolution of the Additional Agreement.

5.4. In the event the details of the payer of the transferred payment to the bank account of the GUARANTOR differ from the details of the CREDITOR - the Party of the present Agreement, or from the details of the owner of the "Account" in the "System" (see Section 6.1), the GUARANTOR shall have the right to consider such payment as incorrect. It implies the return of the transferred monetary funds with the loss of the bank and/or post charges and dissolution of the Additional Agreement.

5.5. The amount of a part of the debt for which the claim is assigned on one Additional Agreement, cannot exceed 40 000 (forty thousand) hryvnias. Bank payment to the account of the GUARANTOR under two and more Additional Agreements, registered by one payment order is not allowed. The claim assignment fee registered by one Additional Agreement, shall not be paid by more than one bank payment. The second and all subsequent payments which have the number of one and the same Additional Agreement as payment destination, the GUARANTOR shall have the right to consider such payments as incorrect. It implies the return of the transferred monetary funds with the loss of the bank and/or post charges.

6. Special Conditions

6.1. The Agreement is automatically dated with current real time the CREDITOR accepts (accepts the Offer) it and is registered with individual number U ______, being the number of the corresponding "Account" accounting claims assignment ("purse" of U type).

6.2. The Parties shall hereby acknowledge that the documents in electronic form, made up using WebMoney Transfer system tools in WMU format (Additional Agreement; Notification about claim assignment; the documents certifying the claims; accounts; account statement; other documents) have equal legal effect to those executed in simple written form.

6.3. The present Agreement remain in effect till December 31st, 2049.

7. Other Conditions

7.1. The CREDITOR shall hereby warrant to specify his/her original details when concluding the present Agreement. The GUARANTOR shall have the right to refuse unilaterally executing the present Agreement in the event the Creditor provides incorrect details of one or several his/her essential details identifying him/her as a person under the legislation of Ukraine and established by the legislation of Ukraine as mandatory when concluding such type of Agreements.

7.2. The erroneous or deliberate indication of inauthentic details by the CREDITOR can result in the refusal to fulfill the obligations by the primary obligor to the CREDITOR when identifying the person according to the legislation of Ukraine.

7.3. The CREDITOR shall hereby bear administrative, criminal or other responsibility for any illegal actions under the legislation of Ukraine, performed by him/her by using the "Account" accounting claims assignment and/or payment means of the "System" (claim).

8. Confidentiality

8.1. The Parties shall hereby undertake the obligations not to disclose the information, which are confidential for each of the Parties, received during execution of the Agreement. The following private information is considered as confidential information in the present Agreement, the disclosure of which can result in losses and/or affect business reputation of any of the Parties, including:

  • the information about other CREDITORS - users of the "System", transfer of claims, the balance on the "Accounts", volumes of transactions;
  • the information about the price policy of the Parties.

8.2. The Parties shall hereby warrant not to disclose the information specified in Section 8.1 to third parties, except responsible persons of the Parties, authorized to receive and transfer the information on behalf of each of the Parties in connection with the fulfillment of the obligations under the present Agreement.

8.3. The information specified in Section 8.1, can be provided only in the order established by the legislation of Ukraine.

8.4. In the event of the termination of the present Agreement, the Parties shall hereby warrant not to disclose and not to exploit in their and/or favour of third parties the information specified in Section 8.1 within 1 (one) year from the moment of cancellation of the present Agreement.

9. Details of the Parties

GUARANTOR:

"Ukrainian Guarantee Agency" LLC, USREOU 32610513, a/c 260013354 in "Ukrainian Professional Bank" JSC, Kiev, MFO 300205