Terms & Conditions

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Definitions

• These Terms of Use govern your use of the website owned and operated by Capital Protection Force Pvt. Ltd. (‘Falcon’), i.e.,www.Falconsgrup.com (‘Website’). Additional terms and conditions applicable to specific areas of this Website or to particular content or transactions are also posted in particular areas of the Website and, together with these terms of use, govern your use of those areas, content or transactions. These terms of use, together with applicable additional terms and conditions, are referred to as "T&C". Falcon operates this Website to provide online access to information about Falcon and the products, services, and opportunities we provide at Falcon (‘Services’). Please read these T&C carefully before you use the Services. If you do not agree to these T&C, you may not use the Services. By using the Website, you signify your acceptance to the T&C which takes effect immediately upon your use the Services, and create a legally binding arrangement to abide by the same.

(Hereinafter referred to as the "General Terms and Conditions")

• 1. Purpose of the Invoice Discounting Agreement
• With the Invoice Discounting Agreement, companies who are accepted as Users by the Portal Operator can finance invoices issued to the Buyers for the sale of goods or services before their payment term via Falcon, i.e. to assign, for a fee, individual claims arising from the Agreement concluded with the Buyer indicated on the invoice to other Users registered in Falcon, who wish to acquire such claims against a fee under the terms and conditions set out in the Invoice Discounting Agreement and the User Agreement.
• 2. Definitions
• Invoice Financing is the assignment, for a fee, of individual Claims arising from the Contract indicated on an Invoice issued for the sale of goods or services to other Users registered with Falcon prior to the arrival of the payment term of the Invoice.
• Sales Offer is an offer made by a User in Falcon for the conclusion of an Invoice Discounting Agreement (an offer).
• Purchase Offer is an acceptance of an Investor for the conclusion of an Invoice Discounting Agreement (an acceptance).
• Invoice Discounting Agreement is an agreement concluded as a result of an Auction by making an Invoice Sales Offer and a successful Purchase Offer, under which the Invoice Seller assigns, for a fee, the Claims arising from the Agreement indicated on the relevant Invoice to the Investor.
• Claims are financial claims arising from the Contract indicated on the Invoice, which the Invoice Seller assigns to the Investor(s) for Invoice financing on the terms and conditions specified in the Invoice Discounting Agreement.
• Invoice Seller is a legal person who makes a Sales Offer and concludes an Invoice Discounting Agreement on the basis of its economic or professional activities and who wishes to finance the Invoice under these terms and conditions.
• Representative is a legal representative of the Invoice Seller, who has a legal right to represent the Invoice Seller and enter into Invoice Discounting Agreements on his/her behalf.
• Investor is a person who has submitted a Purchase Offer and who wishes to, during the Auction, fully or partially acquire claims arising from the Contract indicated on the Invoice in accordance with the terms and conditions set out in Sales and Purchase Offers and General terms and conditions.
• Buyer is a receiver of goods or services who is a legal person or natural person indicated on the Invoice, to whom the Invoice Seller delivered goods or provided services and who is obligated to pay the Invoice issued to it by the Invoice Seller under the Contract.
• Contract is a contract for the sale of goods or the provision of services concluded between the Invoice Seller and their Buyer, on the basis of which the Invoice Seller procures, mediates or sells goods or provides services to the Buyer, including a confirmed order and/or correspondence in which the Buyer and the Invoice Seller have achieved an agreement on the material terms and conditions of the sale of goods or the provision of services.
• Repurchase price is the fee which the Invoice Seller undertakes to pay to the Investor(s) for assigning back the Claims in case the Repurchase Obligation arises. The Repurchase price is formed as follows: Invoice amount – Contract fee including VAT
• The Repurchase Term is the due date of the Invoice + 30 (thirty) calendar days. When the Repurchase Term has expired, the Invoice Seller undertakes to pay the Investor(s) and Portal Operator the Agreement fee as set out in the General Terms and Conditions.
• The Repurchase Date is the last date of the Repurchase Term.
• Third person is any natural or legal person who is not Party to this Agreement.
• Parties are the Invoice Seller and the Investor.
• Dispute is any dispute regarding the Claims, including the Buyer's non-acceptance of the goods or services by submitting a counterclaim or settlement of accounts, third party rights to claims, etc.
• Agreement Fee is a fee payable by the Invoice Seller to Falcon for the mediation of the conclusion of an Invoice Discounting Agreement via the Falcon portal (including for the review and acceptance of the Invoice covering the Claims).The rate of the Agreement Fee is specified in the applicable Price List of the Portal Operator as a percentage of the Invoice Amount, but the minimum Agreement Fee shall be Rupees 0.16. Value added tax is added to the Agreement Fee.
• Price List is a list of Agreement Fees and other payments made to the Portal Operator for services, which is available at Falconsgrup.com/fees
• Other definitions of terms used in Sales and Purchase Offers and these General Terms and Conditions have been defined in Falcon User Agreement.
• 3. Confirmations
• 3.1. By submitting a Sales Offer, the Invoice Seller confirms that:
• 3.1.1. The Agreement with the Buyer is valid and thus, the Invoice Seller has the right to claim against the Buyer;
• 3.1.2. The Agreement serving as the basis of the Invoice is subject to the legislation of the Republic of India;
• 3.1.3. the sale of objects or provision of services subject to this Invoice has been duly carried out, i.e. the object/service is in compliance with the terms and conditions agreed upon in the Agreement subject to the Invoice, it has been handed over or it will be handed to the Buyer on the date indicated on the Invoice in accordance with the terms and conditions of the Agreement, and the Invoice Seller has complied with the delivery terms;
• 3.1.4. the Buyer may pay for the Invoice in Rupees only, and this is also indicated on the Invoice;
• 3.1.5. the Buyer has no other similar (subject to settlement) claims against the Invoice Seller, which are due, whose deadline is not specified or whose deadline is specified as of the moment of submitting a Purchase Offer;
• 3.1.6. the Buyer and the Invoice Seller have finally agreed upon the amount payable according to the invoice subject to this payment (object or service price with VAT) and the Buyer has no claims or disagreements with regard to the information transferred to the account (including the Invoice Amount or the Payment Term);
• 3.1.7. The Invoice Seller has met its Contractual obligations towards the Buyer duly, timely, completely, and in compliance with the corresponding place, manner and time;
• 3.1.8. the Invoice Seller has no right to, without the consent of the Investor, give a discount to the Buyer upon selling the goods or services, the Invoice for which has been submitted with the Sales Offer by the Invoice Seller for its assignment to the Investor. Also, the Invoice Seller has no right to change the Payment Term, agree on any other changes of payment terms and conditions, or define the claim any other way without the consent of the Investor;
• 3.1.9. The Buyer's payment behavior has been proper ad the Buyers must not have delayed in the payment of previous invoices by more than 30 (thirty) calendar days within the last 12 (twelve) months;
• 3.1.10. The invoice is confirmed and accepted by the Buyer;
• 3.1.11. The Claims have not been pledged, assigned, lodged as securities or encumbered by any other means;
• 3.1.12. The Invoice Seller is not party to any judicial or arbitration proceeding which could have a significant negative impact on its financial position;
• 3.1.13. The Buyer is not a party related to the Invoice Seller;
• 3.1.14. The Buyer has not paid the Invoice.
• 3.2. By making a Purchasing Bid, the Investor claims that he/she is aware that all income earned via the Falcon portal by Invoice financing is subject to declaration and taxation according to the legislation of the country of residence of the Investor and this duty lies with the Investor;
• 3.3. By making a Sales and Purchase Offer, the Parties confirm that they have familiarized themselves with the Invoice Discounting Agreement and parts thereof (including the terms and conditions of Falcon User Agreement), read them carefully, understood them, that they correspond to their actual will, and that the Parties and their representatives have the capacity to sign such terms and conditions and they are willing to comply with them.
• 4. Payment of Purchase Price and Transfer
• 4.1. The Investor(s) shall pay the Purchase Price for the Claims assigned to Investor(s) by the Invoice Seller in the amount set out in the Invoice Discounting Agreement together with the interest and interest on arrears rate, which corresponds to the outcome of the Auction.
• 4.2. Upon concluding the Invoice Discounting Agreement in Falcon, the Falcon accounts of Investors who made the winning offers shall be debited automatically and simultaneously after the successful end of the Auction on the same Working Day and in the amount corresponding to the Purchase Price, and the Invoice Seller's Falcon account shall be credited in the amount corresponding to the Sales Price, if the Auction ends on a Working Day before 3 p.m. If the Auction ends after 3 p.m., the amount corresponding to the Sales Price shall be transferred to the Investor(s) on the next Working Day. With this, the Invoice Discounting Agreement is deemed to be complied with by the Investor(s) and the amount owed to Investor(s) pursuant to the Invoice Discounting Agreement, i.e. the Sales Price agreed upon in the corresponding Invoice Discounting Agreement is deemed to be transferred to the Invoice Seller.
• 4.3. The Invoice Seller is entitled to transfer the Sales Price from his/her Falcon account to the Bank Account and use the corresponding sum in the business activities of its company.
• 5. Assignment of Claims
• 5.1. Claims against the Buyer are deemed to be assigned by the Invoice Seller and acquired by Investor(s) from the moment when the Sales Price has been fully paid by the Investor(s).
• 6. Notification of the Assignment of Claims
• 6.1. Upon making a Sales Offer, the Invoice Seller shall choose between the assignment of Claims with or without notification.
• 6.2. In case of assignment of Claims with notification, the Portal Operator shall automatically notify at the end of a successful Auction the Buyer who is the addressee of the Invoice via e-mail submitted in the Sales Offer of the assignment of relevant Claims, and submits the data of the new creditor(s), i.e. the data of the Investors, as well as information necessary for the payment of the Invoice to Falcon account. The Claims are deemed to be assigned by the Buyer, when the Portal Operator has sent a relevant notification of the assignment of claims to the e-mail of the Buyer. From the moment when the Buyer has been notified of the assignment of Claims, the Buyer is obliged to pay the amount indicated on the Invoice together with VAT and possible interests on arrears according to the information submitted by Falcon in the assignment notification.
• 6.3. In case of assignment of Claims without notification, the Buyer who is the addressee of the Invoice shall not be notified of the assignment of Claims by Falcon. In such case, the Buyer who is the addressee of the Invoice shall pay the amount indicated on the Invoice together with collateral claims to the different settlement account of Falcon. In case of receiving money from the Buyer to a different settlement account, Falcon hall transfer the corresponding amount to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement. In case of assignment of Claims without notification, the Invoice Seller undertakes to, if the Auction ends successfully, immediately give an order to the Buyer via e-mail (Order) to rely upon payment on the following beneficiary's information:
• 6.3.1. Receiver: Invoice Seller;
• 6.4. In case of assignment of Claims without notification, the Invoice Seller undertakes to immediately forward the Order sent to the Buyer's e-mail account also to the Portal Operator.
• 7. Obligations of the Invoice Seller
• 7.1. The Invoice Seller is not entitled to offer discount to the Buyer in case of selling goods or providing services, if the relevant Invoice reflecting the Claims arising there from has been submitted in Falcon portal by the Invoice Seller for making Sales Offers.
• 7.2. The Invoice Seller is not entitled to amend the Invoice or Agreement without the prior written consent of the Investor(s) to amend or terminate.
• 7.3. The Invoice Seller has no right to make any kind of transactions with the Claims for which the Invoice has been submitted in Falcon portal for Sales Offers, including any assignment of Claims to third persons, encumber them with limited real rights or carry out any other transactions without a written consent of the Investor.
• 7.4. The Invoice Seller shall submit all Agreement-related documents (incl. the Agreement, accompanying documents, transport and insurance documents, customs declarations, etc.) within five (5) Working Days from receiving such request from the Portal Operator. The Portal Operator shall not perform a legal analysis of submitted documents, nor is liable for the consequences of their use.
• 7.5. The Invoice Seller is obliged to submit the Portal Operator the most recent annual report within ten (10) Working Days from its completion. All documents submitted by the Invoice Seller must be in accordance with the laws and accounting rules and regulations of the Invoice Seller's country of residence.
• 7.6. Upon the request of the Portal Operator, the Invoice Seller is obliged to disclose in writing information about his/her financial situation, business activities and continued implementation of other terms and conditions arising from the Invoice Discounting Agreement within five (5) Working Days from receiving such request from the Portal Operator.
• 8. Payment according to the Invoice
• 8.1. The Buyer undertakes to fully pay the amount payable according to the Invoice the latest by the payment term indicated on the Invoice.
• 8.2. From the Invoice amount paid by the Buyer, Falcon shall deduct the Agreement fee payable to the Portal Operator, and then transfer the remaining amount paid to Falcon account by the Buyer in corresponding amount(s) to Falcon account(s) of the Investor(s), who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement(s) (i.e. Falcon divides and transfers the remaining amount to the Investors' Falcon accounts proportionally in accordance with the ratio of the Purchase Amount resulting from the Invoice Discounting Agreement concluded with each Investor separately to the Sales Price of the Invoice).
• 8.3. If the amount paid by the Buyer is not sufficient to pay the invoice in full, the amount paid by the Buyer shall be automatically and proportionally divided by Falcon between the Investors, in accordance with the ratio of the Purchase Amount resulting from the Invoice Discounting Agreement concluded with each Investor separately to the Sales Price of the Invoice. Firstly, the Portal Operator is entitled to deduct the Agreement fee (with VAT) from the amounts received from the Buyer for the payment of the Invoice.
• 8.4. If by the payment deadline, the Buyer has not fully paid the Invoice reflecting the Claims assigned to the Investor(s), then the Portal Operator is entitled to demand, on behalf of the Investor(s), that the Buyer pays Contractual interest on arrears for the unpaid Invoice amount for the period between the Invoice payment deadline and the complete payment of the Invoice. The Portal Operator may use the corresponding right if he has reasonable doubt that the Invoice Seller does not pay the Late Payment Fee or fulfil partially or completely the obligation to pay the Interest on Arrears.
• 8.5. When the Buyer has paid the Invoice Seller for the Claims assigned to the Investor(s) (including the Contractual Interest on Arrears), the Invoice Seller undertakes to immediately notify about this payment and transfer the corresponding amount to Falcon account the latest within three (3) banking days from its receipt. In case of receiving money from the Invoice Seller, Falcon shall transfer the corresponding amount from the account of the Invoice Seller to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement.
• 8.6. The Portal Operator shall record the assigned Claims and, in the case specified in Article 6.2 (i.e. Assignment of Claims with notification), send reminders to the e-mail of the Buyer with the request to pay the due Invoices and the Contractual interest on arrears.
• 8.7. If, with the consent of Investor(s), the Invoice Seller sends a credit invoice to the Buyer or reduces by any other means the amount payable by the Buyer according to the Invoice, or if the Buyer makes the Invoice Seller a proposal to get a discount, the Invoice Seller undertakes to pay the Investor(s) within five (5) Working Days from the implementation of such discount the amount which corresponds to the reduction made to the amount payable according to the Invoice or to the discount made. In order to pay the Investor(s) the corresponding amount, the Invoice Seller undertakes to transfer the relevant amount to its Falcon account. In case of receiving money from the Invoice Seller, Falcon shall transfer the corresponding amount from Falcon account to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement. Firstly, the Portal Operator is entitled to deduct the Agreement fee (with VAT) from the amounts received from the Buyer for the payment of the Invoice.
• 8.8. The Invoice Seller undertakes to submit the Investor(s) the original credit invoice via Falcon.
• 8.9. In case after the Buyer has paid the Invoice to the Investor(s), the latter is requested to pay VAT or any other tax due to interpretation or amendment of legislation, then the Invoice Seller is liable for the payment of such taxes.
• 9. Performance of Repurchase Obligation
• 9.1. In case of automatic Repurchase Obligation and in order to pay the Repurchase Price, the Invoice Seller undertakes to transfer to his/her Falcon account, after the Repurchase deadline has fallen due, the amount corresponding to the Invoice amount (i.e. Repurchase price + Agreement fee with VAT) and the Late Payment Fee accumulated until that moment within three (3) Working Days from receiving the relevant Repurchase Obligation notification from the Portal Operator. In case the payment deadline for the corresponding payment falls on a public holiday or any other holiday, the payment deadline is deemed to be the first Working Day after such holiday.
• 9.2. In case of any other Repurchase Obligation, the Invoice Seller undertakes to pay the Investor the Repurchase price of the Claims, the Late Payment Fee accumulated until that moment, and Agreement fee with VAT within three (3) Working Days from receiving the relevant Repurchase Obligation notification from the Portal Operator, by transferring the relevant amount to his/her Falcon account (i.e. Invoice amount + Late Payment Fee). In case the payment deadline for the corresponding payment falls on a public holiday or any other holiday, the payment deadline is deemed to be the first Working Day after such holiday.
• 9.3. The Invoice Seller is deemed to have duly fulfilled its Repurchase Obligation and acquired the Claim back from the Investor, when the Invoice Amount, the payable Late Payment Fee and Interest on Arrears have been fully received to the Falcon account of the Investor. Until the fulfillment of the Repurchase Obligation, the Claim's right of ownership belongs to the Investor and the Portal Operator has, on behalf of the Investor, the right to request the payment of the Invoice and Contractual interest on arrears also from the Buyer. Therewith, from the moment of the duly fulfillment of the Repurchase Obligation, the request for the payment of Contractual interest on arrears related to the Claim shall also be assigned back to the Invoice Seller, excl. the Contractual interest on arrears that the Buyer has already managed to pay to the Portal Operator as well as the representative of Investor(s).
• 9.4. When the Buyer has offset the Claims assigned to the Investor (including Contractual Interest on Arrears) against Claims to the Invoice Seller, the latter undertakes to perform the Repurchase Obligation, regardless of whether the offsetting was lawful or not.
• 9.5. The Investor and the Portal Operator have no obligation to notify the Buyer of the performance of Repurchase Obligation on behalf of the Invoice Seller.
• 10. Interest on Arrears
• 10.1. If the Invoice Seller delays in paying the Repurchase Price in case of Repurchase Obligation arising from the Invoice Discounting Agreement, or in paying any other amounts arising from the Invoice Discounting Agreement or the User Agreement, he/she undertakes to pay Interest on Arrears to the Investor(s).
• 10.2. At the end of the Auction, the Invoice Discounting Agreement is entered into with a fixed rate of Interest on Arrears, which is equal to the Interest Rate formed during the Auction. Interest on Arrears shall be paid as a percentage from the unpaid amount of Repurchase Price or any other fees or payments payable in accordance with the Invoice Discounting Agreement or User Agreement.
• 10.3. Interest on Arrears shall be calculated from the unpaid amount (balance) of the Repurchase Price or any other payment until the Repurchase Price has been fully paid, i.e. in case the Invoice Discounting Agreement expires, the obligation to pay Interest on Arrears on the outstanding amount of Repurchase Price (balance) at the moment of expiry of the Invoice Discounting Agreement remains valid until the payment obligation of the Repurchase Price has been duly performed, or on the balance of any other payment until it has been fully paid. Interest on Arrears shall be calculated on a daily basis, depending on the fact that a year has 365 days.
• 10.4. If the Buyer delays in paying the amounts indicated on the Invoice, the Portal Operator as the representative of the Investor(s) has the right (but not obligation) to require the Buyer to pay Contractual interest on arrears in accordance with Article 8.4 of the General Terms and Conditions. The implementation of the relevant right does not leave the Investor(s) without the right to request the Invoice Seller to pay the Interest on Arrears in case of delay in paying the Repurchase Price.
• 11. Other sanctions
• 11.1. The Investor is entitled to require the Invoice Seller to pay contractual penalty of up to two percent (2%) of the Invoice Amount, if any of the circumstances stated in Article 3.1 of the General Terms and Conditions of any confirmation of the Invoice Seller proves to be false.
• 11.2. Any breach of obligations brought out in Articles 7.1 to 7.3 of the General Terms and Conditions is deemed to be a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Portal Operator or the Investor(s) are entitled to require a contractual penalty from the Invoice Seller. Contractual penalty for an actual breach is up to twenty percent (20%) of the Sales Price of the specific Invoice, which shall be divided proportionally between the Investors in accordance with the ratio of the Purchase Amounts to the Sales Price of the Invoice.
• 11.3. Any breach of obligations brought out in Articles 7.4 to 7.6 of the General Terms and Conditions is deemed to be a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Portal Operator or the Investor(s) are entitled to require a contractual penalty from the Invoice Seller. Contractual penalty for an actual breach is five percent (5%) of the Sales Price of the specific Invoice, which shall be divided proportionally between the Investors in accordance with the ratio of the Purchase Amounts to the Sales Price of the Invoice.
• 11.4. If the Invoice Seller does not comply with the obligations arising from the Invoice Discounting Agreement and consequently, Falcon sends on behalf of the Investor a notification to the Invoice Seller, then in case of every breach, Falcon is entitled to claim compensation for its administration, and writing and sending of notification in accordance with the Price List.
• 12. Other Charges and Fees
• 12.1. The Invoice Seller must pay all fees in a timely and proper manner and compensate all losses, charges, costs and fees, the payment and/or compensation of which is, in accordance with FalconTerms and Conditions and General Terms and Conditions, the obligation of the Invoice Seller (including the fees, costs, charges and losses that need to be paid and/or compensated to the Portal Operator).
• 12.2. Unless the User Agreement provides otherwise, then in case the Invoice Seller delays in paying the charges and fees payable to the Portal Operator, he/she undertakes to pay Falcon an interest on arrears of 0.1% per day on the outstanding amount. Interest on Arrears shall be calculated on the outstanding amount (balance) of the sum payable or until its full payment. Interest on Arrears shall be calculated on a daily basis, depending on the fact that a year has 365 days.
• 12.3. In case of a secured Invoice Discounting Agreement, the Invoice Seller is liable for paying the costs of the notaries guarantee agreement (especially notary fees).
• 12.4. Failure to disclose information in a timely manner of circumstances brought out in this chapter or changes in the data is deemed to be a material breach of the conditions of the Invoice Discounting Agreement, for which the Portal Operator (incl. as the representative of the Investors) is entitled to request the Invoice Seller to pay contractual penalty. Contractual penalty for an actual breach is up to twenty percent (20%) of the Sales Price. The abovementioned contractual penalty shall be payable within five (5) Working Days from the receipt of such request.
• 13. Amendments to the Invoice Discounting Agreement
• 13.1. All amendments to the Invoice Discounting Agreement shall be made in writing in accordance with the procedure laid down in Article 18 of the General Terms and Conditions. If the Portal Operator uses his/her right to amend the Invoice Discounting Agreement granted to him/her by the General Terms and Conditions, the Portal Operator may, on behalf of the Investor or the Invoice Seller, send amendment proposals to other parties to the Invoice Discounting Agreement and accept the received declarations of intention in a format which can be reproduced in writing in accordance with the procedure laid down in Article 18 of the General Terms and Conditions.
• 13.2. The amendment proposal to the Invoice Discounting Agreement shall be forwarded by the Party or the Portal Operator on behalf of this Party with a digitally signed notification via e-mail to the other Party of the Invoice Discounting Agreement and the Portal Operator. In case of acceptance of amendments to the Agreement, the Party or the Portal Operator on behalf of this Party shall forward a digitally signed notification via e-mail to the other Party and the Portal Operator. If the Invoice Discounting Agreement has more than two Parties, then everything set out in the corresponding Article shall be applied to all parties simultaneously and similarly. The amendment made to the Invoice Discounting Agreement shall be valid only if all parties to the Invoice Discounting Agreement properly accept this amendment.
• 13.3. The Portal Operator is entitled to request the User to pay a fee for making an amendment to the Invoice Discounting Agreement in accordance with the Price List.
• 14. Disputes
• 14.1. Regardless of confirmations given in this Invoice Discounting Agreement, the Portal Operator shall inform the Parties of any dispute coming to light and the Invoice Seller shall also inform the Portal Operator and the Investor of any Disputes with the Buyer.
• 14.2. If a Dispute arises, the Invoice Seller undertakes to settle the dispute and perform his/her obligations under the Agreement.
• 15. Parts of the Invoice Discounting Agreement
• 15.1. The parts of the Invoice Discounting Agreement are the Sales Offer, Purchase Offer and General Terms and Conditions of the Invoice Discounting Agreement. All amendments and annexes of the Invoice Discounting Agreement are also deemed to be part of the Agreement.
• 15.2. In so far as the relations between the parties to the Invoice Discounting Agreement are not regulated by Sales or Purchase Offers or the General Terms and Conditions, they shall be, from the moment of entering into the Invoice Discounting Agreement, subject to the provisions of Falcon User Agreement, which forms an integral part of the Invoice Discounting Agreement. The Terms and Conditions of Falcon User Agreement are available at Falcon webpage at Falconsgrup.com
• 16. Final Provisions
• 16.1. The Invoice Seller and the Investor shall keep the confidentiality of any information that became aware to them with the Invoice Discounting Agreement and the conclusion thereof, and shall not disclose it to any third persons, unless if this third person is the grantor of surety or guarantee, or the owner of the property encumbered with a security in favour of the Portal Operator.
• 16.2. Sale and Purchase Offers as well as the Invoice Discounting Agreement are subject to substantive and procedural law of India.
• 16.3. The Parties shall settle all disputes arising from the Agreement in good faith through negotiations. If the dispute cannot be settled through negotiations, it shall be resolved in Hyderabad Court of Telangana, India
• 16.4. The Invoice Discounting Agreement is deemed to be automatically concluded and it shall enter into force at the time of expiry of the Sales Offer stipulated in the Sales Offer, unless the Auction fails (incl. in cases where the total amount of the Sales Prices of the Purchase Offers (i.e. Acceptances) submitted with regard to the Sales Offer does not exceed the Minimum Sales Price set out in the Sales Offer). The Invoice Discounting Agreement shall be valid until the full payment of the Invoice amount and accessory obligations on behalf of the Buyer, or until the full payment of the Repurchase Price, calculated interest, other accessory obligations and costs to the Investor by the Invoice Seller via Falcon.