Octabis Terms and Conditions

These General Terms and Conditions (Terms and Conditions) represent a document governing mutual relations between Octabis and Customer, which sets forth the rights and obligations of the parties in connection with the Secured Transaction.

  1. SUBJECT MATTER
    1. Octabis buys and Customer sells (with repurchase option) assets owned by the Customer at a price agreed between the parties, hereinafter referred to as the Sale Price. Assets sale and repurchase transaction creates a transaction, where assets bought by the Octabis secure Customer’s obligations to repurchase the assets and duly execute other obligations set forth hereof, hereinafter referred to as the Secured Transaction.
    2. Customer may apply Octabis to pay Sale Price in whole or to grant the Customer one or several overdraft facilities. Octabis may grant an overdraft facility upon Customer’s request in a form acceptable to Octabis. Regardless Customer request overdraft facility may be granted only and exclusively on Octabis discretion. Total sum of several overdraft facilities granted to the Customer may not exceed Sale Price (principal).
    3. Each overdraft facility shall be duly recorded on the wallet account statement. Parties irrevocable agreed that and such statement shall be considered as a confirmation and conclusive proof that an overdraft facility has been granted to Customer.
    4. Customer shall for the benefit of Octabis debit into the wallet, opened and hold with Octabis on behalf of Customer.
    5. Assets repurchase period shall not be shorter than 3 (three) business days and longer than a year, with extension options at Octabis exclusive discretion (hereinafter referred to as the Repurchase Period).
    6. Customer shall repurchase assets not later than on Repurchase Period last day, hereinafter referred to as the Maturity Date. Maturity Date starts when the assets are debited into the wallet.
      Customer may apply Octabis to extent Repurchase Period (change Maturity Date). Repurchase Period may be extended only at Octabis exclusive discretion.
    7. Customer is obliged to repurchase the assets hold in the wallet at a repurchase price, which shall be calculated under the formula available at Octabis platform, hereinafter referred to as the Repurchase Price. Repurchase Price shall include principal and any interest accrued, fees, charges, any commissions and etc., as well as any and all Octabis expenses subject to assets safekeeping in the wallet. Under any circumstances,Repurchase Price shall not be less than the Sale Price.
    8. Customer may apply for Secured Transaction by filling in the application form by virtue of the platform. Application form shall contain main Secured Transaction final provisions agreed between the parties, in particular: (i) assets amount; (ii) assets Sale Price; (iii) assets Repurchase Price; (iv) assets Repurchase Period; (v) Maturity Date; (vi) interest rate; (vii) fees and costs; (viii) Customer’s bank payment details; (ix) means of communication and etc.
    9. If any changes occur, parties shall agree on Secured Transaction terms and conditions de nova or to terminate Secured Transaction prior the Maturity Date.
    10. When all payments due and payable are made and Octabis is fully reimbursed for any costs, expenses and etc., if any, subject to Secured Transaction and wallet maintenance, Octabis shall return assets to the Customer, in whole or partly depending on assets amount repurchased by the Customer. Assets shall be debited into the Customer’s specified wallet (noted Octabis via the platform or verified e-mail address). All expenses for assets debiting, if any, into the Customer’s wallet shall bear Customer. Octabis is entitled to withhold this sum in advance.
    11. Customer may repurchase the assets in whole or partly, as agreed between the parties prior the Maturity Day. Part of the assets not repurchased shall pass into Octabis full possession (ownership).
    12. If assets are not repurchased by the Customer as provided herein and no changes have been occurred in the Secured Transaction terms and conditions, assets ownership automatically reverts to Octabis, including, but not limited, any title, rights of realise, demand and transfer and etc.
  2. PAYMENTS AND REIMBURSMENT
    1. Customer irrevocable agrees that for assets holding and safekeeping (record keeping) in the wallet Octabis may apply reasonable maintenance fee, as well as, Customer is under obligation to reimburse Octabis in full for any costs and expenses subject to Secured Transaction.
    2. Customer irrevocable agrees to pay interest for assets holding and safekeeping in the wallet at a rate agreed between the parties. Interest shall be calculated on a periodic basis, as a rule, at the end of each calendar day, on the basis of the actual number of days elapsed in a 365 day year. Octabis shall capitalize interest rate and any other fees, costs, expenses, if any.
    3. If loan will not be repayed in full amount, Company will roll the loan over for the next month on the last date of Clients current loan, adding the accrued interest to the principal amount of the loan.
    4. Any interest applicable, fee, cost or any other sum due and payable to Octabis under provisions hereof shall be determined at the moment assets are debited into the wallet.
    5. Customer irrevocable agrees and authorises Octabis to debit any interest accrued, fee, cost or any other sum due and payable under provisions hereof automatically from the wallet without any prior notice to Customer.
    6. Octabis is entitled to require Customer to pay a default interest (both before and after a judgment) at annual rate 0,1 (zero point one) % in case any sum due and payable to Octabis (whether principal (Repurchase Price in whole or partly (overdraft facility), interest, or otherwise) is not paid in time. This Customer’s obligation shall survive any assets’ Repurchase Period.
    7. Customer irrevocable agrees to pay all operational cost and fees related to Assets
    8. Customer irrevocable agrees that Customer always pays off any interest first, then any default interest, then any other fees, costs, expenses and sums due and payable under provisions set forth hereof, and only then pays off the principal. This provision is attributed to any automatic withholding or withholding made by Octabis under provisions hereof.
    9. If, at any time, Customer is required by any law or regulations to make a deduction or a withholding on an amount, Customer agrees to pay additional amount necessary such that, once deduction or withholding is taken into account, Octabis will actually receive total amount that it would have received if that deduction or withholding had not been made. Octabis confirmation that such circumstances have occurred with the related consequences shall be binding on Customer.
  3. RIGHT OF PLEDGE
    1. Customer understands and irrevocable agrees that when placing assets into the wallet, Customer thus grants Octabis a right of pledge to the extend to secure any existing or future interest claims (including third-party claims, existing or any future claims) dividends, proceeds, subscription rights and/or any other matured rights arising subject to Secured Transaction (hereinafter referred to as the Right of Pledge).
    2. Customer understands and irrevocable agrees that in case at Octabis sole discretion value of the assets hold in the wallet has become less than Repurchase Price, Octabis may require Customer to debit additional assets into the wallet or make the require reimbursement or instruct Octabis to realise definite amount of assets already hold in the wallet.
    3. Customer understands and irrevocable agrees that Right of Pledge under any circumstances shall extend to: (i) any and all assets (including, but not limited to, claims, cash or other objects and rights) – existing and future; (ii) any and all additional assets deposited into on the wallet; (iii) the Right of Pledge shall also extend to any and all additional assets deposited into the wallet.
    4. Right of Pledge shall remain fully valid independently of any other present or future security interests or guarantees held by Octabis and shall only expire when Octabis has been reimbursed in full.
    5. Pledged value of the assets hold in the wallet must at all times be sufficient to cover at least 100 (one hundred) % of the following: (i) total amount of Repurchase Price (including accrued interest, current interest), any fees, other costs and expenses due and payable to Octabis); (ii) any other sums, not mentioned in (i) but that may be owed to Octabis.
  4. EVENT OF DEFAULT
    1. Octabis is entitled to realise all or part of the assets without any several notice to Customer (except if Octabis applicable laws and regulations unconditionally prescribes such notice to the Customer) when event of default occurs. For purposes of these Terms and Conditions, the following shall be Event of Default: (i) any representation made by Customer is untrue or falls; (ii) any Customer defaults in the due and punctual payment of any amount due and payable to Octabis as and when the same becomes due and payable as therein provided, and such default remains uncorrected after any applicable cure period; (iii) Customer defaults in the due and punctual performance of any of the other covenants and such default is not remedied to the satisfaction of Octabis within twenty (10) days after respective notice by to remedy the same; (iv) the occurrence of any other event of default and such default is not cured within the applicable cure period.
    2. If any Event of Default shall have occurred and be continuing: (i) Octabis may exercise in respect of the assets, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default; (ii) Octabis may also, without notice (except when notice is required under law applicable to Octabis) sell the assets or any part thereof in one or more parcels at private sale, at any exchange, broker’s board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Octabis may deem commercially reasonable.
  5. RESPONSIBILITY
    1. Customer certifies and declares that agrees to be bound by the provisions outlined in these Terms and Conditions.
    2. Customer is obligated to immediately notify Octabis of all changes to the information previously presented.
    3. Customer is obligated to immediately notify Octabis of all changes and circumstances viewed as significant in relation to Secured Transaction, including, but not limited to (i) personally identifiable information (given name, family name, personal ID number, other identification data, legal capacity, street address and other contact information-related changes); (ii) changes concerning Customer’s representative, changes in the scope of powers granted to the representative; (iii) filing for insolvency/bankruptcy; (iv) material changes in the financial condition. The obligation to provide notice of such changes remains in full force and effect also in cases when such changes are made publicly available.
    4. Customer is obligated to immediately notify Octabis of all circumstances that can jeopardize the safety of the assets held in the wallet, as well as of potential third-party fraud attempts.
    5. Customer understands and irrevocable agrees that to the extent the assets are deposited into the wallet, the Customer accepts all risks associated with such transaction and is fully aware of the risk of loss (partial or complete) resulting therefrom. Octabis shall provide further assets holding and safekeeping on the wallet till the Maturity Date as set below hereof and full performance of the Customer’s obligations under provisions hereof.
    6. Nothing in these Terms and Conditions shall constitute or should be construed as investment, financial, legal or tax advice or recommendation to sell assets or an invitation, offer or solicitation to engage in any business activity subject to the assets. Customer shall make a decision to enter Secured Transaction by its own and any such decision shall be based solely on Customer’s own risk assessment. Octabis shall not be responsible for any Customer’s decision made subject to Secured Transaction.
    7. Octabis shall not be responsible for any loss suffered by Customer due to adverse swings in the prices for assets (Repurchase Price), exchange rate fluctuations, interest rate volatilities, index fluctuations and other risks associated with Customer’s assets.
    8. Octabis shall not be responsible in any manner whatsoever for non-fulfilment of its obligations and the resulting loss incurred by Customer if such loss could not be definitely foreseen by Octabis or if Octabis did not need to foresee such loss at the time of negotiating Secured Transaction.
    9. Customer is obligated to indemnify Octabis for losses and Octabis shall not be liable for losses incurred by Customer if such losses are caused by (i) Customer’s failure, either deliberately or through negligence, to provide to Octabis information (as stipulated herein; (ii) the provision of misleading, incorrect, and incomplete information; (iii) Customer’s failure to give notice of any changes in the information previously submitted.
    10. Payment of the default interests stipulated herein shall not relieve and exempt Customer neither from any further obligations, nor from the obligation to pay in full principal and interest and to reimburse Octabis for the amount of loss.
    11. Parties shall not be responsible or liable for non-fulfilment of their respective obligations when such non-fulfilment arises out of force majeure events or any other any other circumstances which could not be definitely foreseen, affected or prevented by the Parties.
  6. TERMINATION
    1. Octabis is entitled unilaterally without prior notice to terminate any Secured Transaction if: (i) Customer refuses to provide or has provided false or incomplete information: about itself, its representative or any other third person, if any; (ii) business or personal activity of Customer and its financial condition; (iii) Octabis has suspicion about authenticity, legal force as well as truthfulness of information specified in the documents and information compliance with factual circumstances; (vi) if Octabis has suspicion that Customer’s representative has not been properly identified or duly authorized; (v) if Octabis has suspicion that Customer is related to an actual or attempted money laundering or terrorism financing, that Customer is related to any illegal or fraudulent activity or its dishonesty, as well as that a specific Secured Transaction is related to illegal or fraudulent activity; (vi) if in Octabis notice has come negative information (or has a suspicion) on Customer’s identity, reputation, business or personal activity, conducted transactions, contractors or business partners, or also other kind of information, which may adversely affect Octabis reputation or public image, if continuing relations with Customer; (vii) insolvency, bankruptcy action is initiated against Customer; (viii) if Octabis has suspicion on Customer’s legal ability and legal capacity as well as Customer’s death; (ix) if Customer does not perform obligations set forth in these Terms and Conditions; (x) in cases when according to the applicable laws Octabis is entitled and/or is obliged to decline (terminate) Secured Transaction and cease legal relationship.
  7. CONFIDENTIAL INFROMATION AND CUSTOMER RELATED INFORMATION. DATA PROCESSING
    1. Octabis shall maintain the confidentiality of the information related to the Customer. Customer hereby expressly agrees that Octabis is entitled to disclose Customer related information to certain persons to the extent permitted and prescribed by the laws applicable to Octabis as well as to third parties in cases of Customer’s failure to duly perform its obligations under these Terms and Conditions.
    2. Octabis is entitled for Know Your Customer (KYC) purposes to obtain the Customer related information from third parties whom Octabis has contractually engaged to perform certain functions or to provide services in connection with Customer’s identification. In these cases, Octabis discloses to or obtains the Customer related information from the third parties in such total volume as only may be necessary to ensure KYC purposes.
    3. Pursuant to the laws and the requirements applicable to Octabis, Customer related information may be disclosed to competent state authorities or officials to support their functions.
    4. Octabis is entitled to process personally identifiable information on Customer and its representative and other Customer related persons, if any. Octabis processes and transfers the right to process Customer personal data and confidential information to Octabis agents and third persons (contractually engaged), if any, performing KYC functions on Octabis request.
    5. In accordance with the data processing purposes, Customer’s personal data and confidential information may be used for the purposes as follows, in particular: (i) administration of Customer’s obligations; (ii) Customer’s identification purposes; (iii) compliance with the requirements of laws applicable to Octabis; (iv) execution of payment orders.
    6. Customer irrevocable agrees and gives consent to Octabis to process confidential information and Customer’s (including its representative and any related third person, if any) personal data, including to obtain Customer related information from any third party (including any database).
    7. Customer irrevocable agrees that processing of confidential information and Customer’s personal data under these Terms and Conditions shall not be regarded as a violation of confidentiality obligations or private person data protection requirements.
  8. MISCELANIOUS PROVISIONS
    1. Notices sent to Customer shall be treated as validly received if sent to the Customer’s verified e-mail address or sent to the Customer by virtue of platform.
    2. For the purposes of these Terms and Conditions, the term “business day” means any day other than Saturday or Sunday and any day which is a legal holiday. In case day of any payment due and payable under provisions hereof is a non-business day, then any such payment shall be done on the next business day following.
    3. These Terms and Conditions constitute the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of Secured Transaction.
    4. These Terms and Conditions shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in these Terms and Conditions, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of these Terms and Conditions, except as expressly provided herein.
    5. No part of these Terms and Conditions may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to the provisions set forth hereof, states that it is a modification or amendment of these Terms and Conditions and is signed by the parties or, in the case of waiver, by the party granting the waiver. If any provision of these Terms and Conditions is determined to be invalid or unenforceable, then that particular provision shall be deemed invalid only within the limits of a particular prohibition. The validity of any other provisions of these Terms and Conditions shall not be affected and shall continue in full force and effect.
    6. Relationships between parties is governed exclusively by the laws and regulations binding and applicable to Octabis jurisdiction. Any dispute concerning Secured Transaction or other relationship subject to such transaction is subject to the exclusive jurisdiction of Octabis. An appeal to the Supreme Court of Octabis jurisdiction is reserved. The place of performance and place of enforcement is Octabis jurisdiction. Octabis is nonetheless entitled to initiate proceedings in any other competent jurisdiction.