Terms of Use

1. Purpose

These Terms of Use define the conditions of access to and use of the Invokap platform, operated by FINORYS SAS.

The Invokap platform allows companies to offer certain of their trade receivables for assignment. Receivables may be acquired by FINORYS SAS as part of trade receivables assignment transactions.

Certain transactions may be financed by professional investors approved by FINORYS SAS via the Invokap platform.

FINORYS SAS remains, in all cases, the legal purchaser of the receivables.

These transactions are governed by the provisions of Articles 1321 to 1326 of the French Civil Code relating to the assignment of receivables.

2. Platform publisher

The Invokap platform is published by:

FINORYS SAS
Simplified Joint Stock Company (SAS)

SIREN: 992 806 323
VAT number: FR31 992 806 323

Registered office:
Centre d'Affaires Fleming
218 Rue Fleming
62400 Béthune
France

Email: contact@finorys.eu

FINORYS SAS is a technology company specialising in digital operations related to the assignment of trade receivables.

3. Nature of the activity

The Invokap platform is neither a banking service, nor a deposit service, nor a savings platform.

FINORYS SAS:

• is not a credit institution
• is not a bank
• is not a payment institution
• is not a regulated investment firm
• is not a regulated factoring company

FINORYS SAS acts as a technology company specialising in digital operations related to the assignment of trade receivables.

FINORYS SAS may acquire certain trade receivables for its own account.

Certain assignment transactions may be financed by professional investors approved by FINORYS SAS.

Investors finance receivables assignment transactions carried out by FINORYS SAS via the Invokap platform.

Investors never become direct owners of the trade receivables.

4. Definitions

Platform
The Invokap website and all related services.

User
Any person accessing the platform.

Seller
Company offering an invoice for assignment.

Debtor
Company liable for payment of the invoice.

Receivable
Trade invoice that may be assigned.

Professional Investor
Company or legal entity approved by FINORYS SAS to finance certain receivables assignment transactions via the Invokap platform.

Credit Insurance
Insurance mechanism that may cover certain non-payment risks in accordance with the applicable terms of the partner insurance policy.

5. Access to the platform

Access to the platform is restricted to legally incorporated companies.

Registration requires:

• creating a user account
• providing accurate legal information
• completion of an identity verification process (KYC / KYB)

FINORYS SAS reserves the right to refuse or suspend a user account in case of inaccurate information or breach of these terms.

Access to the investor area is reserved for professional investors approved by FINORYS SAS.

Access may require:

• a KYC/KYB procedure
• manual validation
• electronic signature of an investor framework agreement (Master Participation Agreement)

6. Services provided

The Invokap platform allows corporate users to:

• submit trade invoices for assignment
• upload supporting documents
• receive a buy-out offer for the receivable
• electronically sign an assignment agreement
• track the progress of transactions

The platform may also allow certain approved professional investors to finance receivables assignment transactions proposed by FINORYS SAS.

FINORYS SAS remains free to accept or reject any proposed receivable.

7. Invoice eligibility conditions

Only B2B trade invoices meeting the following criteria may be reviewed.

Invoices must be:

• not yet due
• undisputed
• certain and enforceable
• supported by commercial documents
• insurable in accordance with internal criteria defined by FINORYS SAS and its partners

Invoices must be accompanied by at least one supporting document:

• purchase order
• delivery note
• commercial contract
• any document evidencing the existence of the receivable

The minimum amount of an eligible invoice is:

€5,000 minimum or equivalent in another currency.

Only receivables meeting internal insurability criteria may be offered to professional investors on the platform.

8. Non-eligible invoices

The Invokap platform does not accept:

8.1 Public sector invoices

Receivables on:

• public administrations
• local authorities
• public institutions
• state entities

are not accepted.

8.2 Down payment invoices

Down payment or advance invoices are excluded.

8.3 Disputed invoices

Invoices that are:

• subject to a dispute
• contested
• affected by a lack of conformity

cannot be submitted on the platform.

9. Risk analysis

FINORYS SAS carries out a prior risk analysis before acquiring any receivable.

This analysis may include:

• financial analysis of the debtor
• credit scoring
• document checks
• analysis of the seller
• consultation of commercial databases

FINORYS SAS remains free to accept or reject any receivable.

10. Financing of transactions

Certain receivables assignment transactions may be financed by professional investors approved by FINORYS SAS.

Investors finance specific receivables assignment transactions via the Invokap platform.

Payments may be made via payment partners and SEPA-compatible Open Banking solutions.

FINORYS SAS remains, in all cases, the legal purchaser of the receivables and the sole counterparty of sellers and debtors.

Debtors pay FINORYS SAS exclusively.

11. Credit insurance

Certain receivables offered on the platform may benefit from a partner credit insurance mechanism.

Credit insurance aims to reduce non-payment risk in accordance with the applicable terms of the insurance policy.

The existence of credit insurance does not constitute a total guarantee against any risk of loss or late payment.

FINORYS SAS remains free to determine the internal eligibility and insurability criteria for receivables.

12. Risks

Users and professional investors acknowledge the existence of risks related to receivables assignment transactions, including:

• non-payment risk
• documentary risk
• commercial risk
• legal risk
• operational risk
• collection delay
• technical unavailability
• failure of technical or banking partners
• force majeure

No return, repayment or profit is guaranteed.

13. Seller obligations

The Seller warrants that:

• the submitted invoices correspond to genuine commercial transactions
• the receivables are valid and certain
• the invoices are not subject to any dispute
• the receivables have not been assigned to a third party

The Seller undertakes to immediately inform FINORYS SAS of any event likely to affect the validity of the receivable.

14. Electronic signature

Certain transactions and agreements may be signed electronically via SMS OTP or any other secure electronic mechanism.

Users acknowledge the legal validity of electronic signatures made via the platform.

Electronic evidence may include:

• IP address
• timestamp
• telephone number
• browser and device used

15. Intellectual property

All elements of the platform (texts, logos, software, interface) are protected by intellectual property law.

Any reproduction or use without prior authorisation is prohibited.

16. Limitation of liability

FINORYS SAS uses reasonable endeavours to ensure the proper functioning of the platform.

However, FINORYS SAS shall not be held liable, in particular, for:

• temporary service interruption
• technical unavailability
• late payment
• debtor default
• documentary fraud not detectable despite reasonable checks
• delay in insurance indemnification
• malfunction of a banking, Open Banking or payment partner
• force majeure
• events beyond its control

17. Personal data

Personal data is processed in accordance with applicable regulations and as described in the platform’s Privacy Policy.

18. Changes to the Terms of Use

FINORYS SAS reserves the right to amend these Terms of Use at any time.

Users will be informed of any material changes.

19. Governing law

These terms are governed by French law.

Any dispute relating to their interpretation or performance shall fall within the exclusive jurisdiction of the courts of Arras.

20. Contact

For any questions regarding these terms:

Email: contact@finorys.eu

Address:
FINORYS SAS
Centre d'Affaires Fleming
218 Rue Fleming
62400 Béthune
France