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GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SMART FACTORING EOOD FOR THE “EXPRESS FACTORING” PRODUCT (GTC)

These General Terms and Conditions for “Express Factoring” (“GTCEF”) are effective as of March 12, 2025, and apply to all contracts for factoring services (“Express Factoring Contract”or“EF Agreement”) concluded between Smart Factoring EOOD, with UIC 207214254, with registered office at: Sofia, Triaditsa District, 2 Pozitano Square, Perform Business Center (“Factor”) and the Suppliers, Guarantors if any, parties to the EFA. By signing the DEF, the parties agree to the provision of factoring services by Smart Factoring EOOD, as the Factor, to the Supplier, as defined in Art. 2, para. 2, item 12 of the Credit Institutions Act, the Commercial Act, the Obligations and Contracts Act, and these General Terms and Conditions, with which the Supplier/Guarantor is familiar and accepts as an integral part of the DEF.

DEFINITIONS:

The terms used in the General Terms and Conditions and in the Special Terms and Conditions have the meanings set forth below for each individual Express Factoring Agreement:

““Receivables” means the Supplier’s non-past-due trade receivables from its Debtors arising from the sale of goods or the provision of services.

““Contract Date” is the date on which the Supplier submitted the DEF to the Factor, including via the Client Portal.

“Due date” is the date on which, if a claim is not paid, it becomes overdue as of the next business day following that date.

““Transfer Date” is the date on which the Factor, after accepting the assigned receivables, records them (in its accounting books). The transfer date is also noted on the DEF by the Factor.

““Debtors” are the third parties against whom the Supplier, or the Factor, respectively, has receivables following the conclusion of the FFA.

““Obligation” means all obligations of any nature owed by the Supplier to the Factor arising from or in connection with these GTC and the DTC.

““Amount available for drawdown” is the balance of the funding amount at any given time after deducting the current balance.

““Right of Recourse” means, for the purposes of these GTC and the DTC, the Factor’s right to demand monetary compensation from the Supplier, in the event that the Debtor fails to pay its obligations within the timeframes specified in Article 6 of these GTC, with the amount and terms of payment of such compensation being set forth in Article 6 below. In cases where, pursuant to the GTC and the STC, the right of recourse applies to any assigned claim (or part thereof), the Supplier shall be liable for the Debtor’s solvency.

““Assigned receivables” are receivables whose assignment has been accepted by the Factor.

“Duration of the receivable” is the period between the day on which the Supplier issues the invoice relating to the relevant receivable and the day on which that receivable becomes overdue.

““Payment Account” is the Supplier’s payment account specified (with IBAN, BIC, and other identifying details) in the DEF, into which any amount owed by the Factor to the Supplier will be deposited.

“A “dispute” means any situation in which a Debtor does not accept the goods or the invoice and files a claim, objection, or counterclaim, or makes a set-off claim, including (but not limited to) any objection arising from or related to a claim by any third party that the receivables be paid to them (rather than to the Factor).

““Financing Amount” means any amount deposited by the Factor into the payment account no later than 20 days prior to the due date of the assigned receivables, which may never exceed the available amount for drawdown.

“Current balance” is the debt outstanding at any given moment when the payment account is credited with the amount of financing, which means the debit balance of the trading account at any time.

““Commercial Account” is the special account maintained by the Factor pursuant to Article 8 of these GTC, in which all transactions between the parties are recorded, giving rise to receivables and liabilities for both parties.

“Grace period” is the period following the invoice due date during which no late payment interest is charged.

“Express Factoring Agreement”/“EFF” is a legally binding document, prepared in a format and with content determined by the Factor, concluded with the Supplier via the Client Portal and containing, among other things, the date of the EFF, the proposed receivables (specified in the EFA with their amounts, the Debtor, collateral, invoice numbers, and the agreement from which they arise, e.g., sales contracts, orders, and others, if any), as well as their due dates.

“The Client Portal” is an electronic system organized and administered by the Factor, which is not a regulated market, and in which numerous applications from third parties, potential Suppliers, for the sale of receivables may be submitted remotely to the Factor in a manner that leads to the conclusion of a DEF.

““Late Payment Interest” or “Recourse Interest” is calculated as a percentage of the overdue Debt for the period of default specified in Section 5.01.2 below.

““Nominal value” is the net value of the transferred receivables plus the VAT amount on the transaction, if applicable, from which the transferred receivables arise, both of which are recorded on the face of the relevant invoice.

“Discount interest” is the Factor’s remuneration specified in Article 5.01.1 below, calculated as a percentage of the nominal value of the receivable.

SUBJECT MATTER OF THE EXPRESS FACTORING AGREEMENT

2.01. During the term of the DFA, the Supplier agrees to offer for assignment to the Factor its receivables from Debtors listed in the DFA. The receivables approved by the Factor shall be assigned by the Supplier to the Factor in exchange for a fee calculated based on the actual administrative work and risks assumed by the Factor, which is agreed upon in advance with the Supplier via the Client Portal and fixed in the DEF.

2.02. The Guarantor undertakes to the Factor to be liable for the Supplier’s debt in accordance with these GTC, in witness whereof the Guarantor signs a copy of the DTC.

ASSIGNMENT OF RECEIVABLES

3.01. Receivables must have a duration specified in the DEF.

3.02. The Submission of one or more receivables for transfer to the Factor is carried out by the Supplier via the Client Portal, and the transfer of receivables approved for transfer is carried out by including them in the DEF. The DEF must contain the date of the DEF, the proposed receivables (specified in the DEF with their amounts, the Debtor, collateral, invoices, the agreement from which they arise (e.g., sales contracts, orders (if any)), etc.), as well as their due dates. The Express Factoring Agreement must be submitted to the Factor, including via the Client Portal, signed by an authorized representative of the Supplier, no later than 20 calendar days prior to the due date of the relevant invoice, and consignment notes, delivery and acceptance protocols, CMRs, and any other documents that serve as evidence of the receivables and must include the due date of each receivable, as well as all necessary documents required by the laws governing monetary, credit, and tax obligations and relationships, which documents certify the settlement of tax and social security obligations.

3.03. The express factoring agreement, the invoices, and other attached documents must be signed by the Supplier’s legal representative and/or by an authorized representative of the Supplier whose power of attorney has been approved by the Factor, including via the Client Portal.

3.04. The Supplier undertakes to notify the Factor, specifying in writing whether the receivables are secured by other types of collateral (e.g., pledges, mortgages, bank guarantees, etc.) or are insured. If the receivables are secured by a bank guarantee issued for the Debtor to secure payment to the Supplier, the latter must also provide the Factor with a certified copy of the bank guarantee.

3.05. The submission, including via the Customer Portal, of the DEF and related information and documents (invoices, securities) with respect to the assigned receivables, as defined above, constitutes, on the one hand, a final and irrevocable offer by the Supplier to assign to the Factor the receivables described in the DEF, and, on the other hand, an official declaration – a statement and confirmation from the Supplier to the Factor that, as of the date of submission of the DEF, the receivables belong to the Supplier and the Supplier has the absolute right to dispose of them freely, that the receivables are existing, valid, enforceable (in the absence of voluntary performance), and are not subject to any liens, pledges, or other encumbrances, except as specified in Article 3.04 above, and that the amount entered for each receivable in the DEF represents the exact and actual amount owed by the Debtor for the respective receivable. The Supplier further declares that, with respect to the receivables proposed in the DEF, the following conditions have been met:

3.05.1. The terms and conditions of sale of the relevant Supplier, as applied to the receivables included in the DEF, correspond to the Supplier’s terms and conditions of sale to the relevant Debtors, as specified by the Supplier to the Factor, and have not been unilaterally modified by the Supplier without the Factor’s prior written consent.

3.05.2. The Provider has no equity interest in or affiliation with the company of its client (the relevant Debtor) within the meaning of the Credit Institutions Act, nor does the client have any equity interest in or affiliation with the Provider’s company.

In any case where the conditions described above are not met and the representations under this Section 3.05 prove to be false, the assignment of receivables shall be deemed invalid retroactively, and the Factor shall be entitled to demand payment from the Supplier,
and the Supplier shall be obligated to reimburse the Factor for all amounts paid by the Factor to the Supplier in connection with the relevant receivable with respect to which any of the declared circumstances prove to be untrue.

3.06. The Factor shall have the right to refuse the assignment of any proposed receivable within 10 (ten) business days from the date the relevant Express Factoring Agreement is submitted by the Supplier to the Factor. In the event of a refusal, the Factor shall return to the Supplier a copy of the EFA, in which it shall note the refused receivables, as well as the originals of all data and documents provided relating to those receivables. The Factor shall inform the relevant Debtor (only if requested in writing by the Supplier and at the Supplier’s expense) that the Supplier remains the holder of the relevant receivable. Acceptance of the transfer of the receivables (or a portion thereof, if a portion of the receivables under the DEF has been rejected) is effected by crediting the payment account with the amount of the relevant receivable. The Factor may perform all actions under this Article through the Client Portal, to which the Supplier expressly agrees.

3.07. The Supplier agrees to notify the Debtor of any receivable assigned to the Factor and to ensure that payments on the assigned receivables are made by the relevant Debtor to the Factor under the terms of DEF. The Supplier undertakes to deliver, through the Factor, to the Debtor a written notice in a format approved by the Factor, and such delivery shall be made in a manner that clearly indicates receipt/acceptance, including via the Client Portal. In the event that the delivery is not made in a manner that clearly indicates receipt by the Debtor, the Supplier undertakes to notify the Debtor personally and to declare this to the Factor. Notwithstanding the foregoing, if a payment regarding any assigned receivable is made in error by any Debtor directly to the Supplier, the Supplier must immediately, and without waiting for a request from the Factor, transfer via bank transfer to the Factor all amounts received in connection with such payment, or immediately forward to the Factor any checks, bills of exchange, and any other payment instrument, endorsed/transferred in favor of the Factor in the manner prescribed for it, and shall not negotiate them in any way.

FINANCING – COLLECTION OF ASSIGNED RECEIVABLES

4.01. The Supplier has the right to request payment of the Financing Amount in writing by completing and submitting to the Factor an Express Factoring Agreement for this purpose, including via the Client Portal.

COMPENSATION FOR THE FACTOR

5.01. The Supplier agrees to pay the Factor a fee for the services provided under the DEF, as follows:

5.01.1. The discount interest, calculated as a percentage of the face value of the receivable. The specific percentage rate of the Factor’s discount interest on the receivables for each Debtor will be specified in the DEF. The discount interest plus an amount equal to the VAT due, if applicable, shall be paid by the Supplier on the date of transfer of each transferred receivable, unless otherwise agreed in the DEF, directly from the Supplier to the Factor. The Factor shall be entitled to deduct this discount interest from the amount of the assigned receivables, or the amount shall be collected in accordance with Section 5.02, to which the Supplier irrevocably and unconditionally agrees.

5.01.2. Late payment interest (recourse interest), calculated as a percentage of the overdue Debt for the period of delinquency. Late payment interest is accrued daily, starting from the date it becomes due, namely the first day after the expiration of the 14-day grace period. The specific percentage rate of
Late payment interest is entered in the DEF. Late payment interest is payable by
the Supplier on the first day of each month for the preceding month, calculated as the sum of the late payment interest accrued for the preceding month, directly by the Supplier (in the event it is not paid by the Supplier on that date, the Factor shall deduct this amount from the financing amount if there are other financed invoices, or this amount shall be paid by the Factor deducting it during the collection of the assigned receivables from the collected amount, or the amount is collected in accordance with Article 5.02, to which the Supplier irrevocably and unconditionally agrees).

5.02. By signing the DEF, in accordance with these General Terms and Conditions and in accordance with Regulation No. 3 on the conditions and procedures for the execution of payment transactions and the use of payment instruments (Regulation No. 3), the Supplier hereby gives its irrevocable and unconditional consent in advance and authorizes Smart Factoring EOOD to collect the amounts due under the DEF from all of its bank accounts. For this purpose, the Supplier undertakes to provide the relevant required consent for direct debit payments in accordance with Regulation No. 3 to all of its payment service providers. Any exchange rate differences arising from the debiting of bank accounts shall be borne entirely by the Supplier.

5.03. Fees and commissions collected are non-refundable in the event of a reduction or termination of the financing amount, or in the event of termination of the DEF, regardless of the reason for the reduction or termination.

APPROVAL AND CHANGE OF THE FUNDING AMOUNT. RESPONSIBILITY OF THE FACTOR AND THE SUPPLIER

6.01. In all cases of non-payment by the Debtor of a transferred receivable for which the Factor has a right of recourse against the Supplier, due to the non-existence or unenforceability of the assigned receivable, or due to the inaccuracy of the Supplier’s declarations under Article 3.05, or if they prove to be false, or due to disagreement/objections on the part of the Debtor (and in particular in connection with a dispute regarding defects in the quality/quantity of the goods sold by the Supplier or the services provided by it, or other objections on the part of the Debtor) or due to the initial assignment of the relevant claim with full right of recourse, then:

6.01.1 The Factor shall have the right, but not the obligation, to seek judicial enforcement of the assigned receivable from the Debtor, and at its discretion, shall have the right to summon the Supplier to join the legal proceedings against the Debtor.

6.01.2. The Supplier agrees to pay (reimburse) the Factor the amount of financing that was paid to it by the Factor in connection with a specific assigned receivable, plus interest on the face value of such receivable from its due date until its full repayment, if such interest has been accrued, as well as the fees due to the Factor under Article 5 and the expenses under Article 7, in connection with the receivable in question, as follows:

Provided that the Debtor has expressed disagreement or raised an objection, raised a dispute, or the Factor considers that there is an inaccuracy in the declarations provided by the Supplier under Article 3.05 or that such declarations are false, the Supplier undertakes, immediately upon notification by the Factor, to pay the amount specified in the notification in connection with the receivable in question; or, at the latest, without the need for a reminder, on the first business day following the expiration of the grace period specified in the DEF.

6.01.3. In the event that the Debtor disagrees, objects, and/or raises a dispute regarding the goods sold and services provided by the Supplier, the Supplier undertakes to immediately notify the Factor in writing of the existence of the dispute, specifying the disputed claim, and to resolve the dispute/objection directly with the Debtor. The Supplier is obligated to provide, on a weekly basis or upon request by the Factor, any information regarding the dispute during the resolution process, as well as to immediately notify the Factor upon resolution of the dispute. At the same time, the assigned claim(s) related to the aforementioned objection/dispute shall be deemed transferred with a right of recourse for the Factor against the Supplier until the final resolution of the relevant dispute between the Supplier and the Debtor. In the event that the dispute remains unresolved for longer than the dispute resolution period specified in the DEF, the Factor shall be entitled to transfer the disputed receivables back to the Supplier, notifying the Debtor that the holder of the receivables in question is no longer the Factor but the Supplier. The Supplier is obligated to repay to the Factor any financing amount received in connection with the transferred receivable, plus any interest on the face value of the receivable in question from the date of its maturity until the date of resolution of the dispute, or until the date of the retransfer of the receivable that is the subject of the dispute/objection.

In any of the cases set forth in Section 6.01.1, Section 6.01.2, or Section 6.01.3, the Factor shall have the right to reduce the amount of financing, or to suspend orsuspend or cancel any assignment of receivables at its discretion for such periods and under such conditions as the Factor deems appropriate, to which the Supplier irrevocably and unconditionally agrees.

6.02. Circumstances under which a receivable is deemed to have been assigned to the Factor with a right of recourse against the Supplier, notwithstanding the provisions set forth above in the General Terms and Conditions:

6.02.1. Failure to pay by the Debtor due to any of the following circumstances (alleged or proven):

TAXES AND EXPENSES

7.01. All taxes, fees, contributions, duties, and payments of any kind due to the state/public administration or any third party, imposed in connection with or in relation to this agreement and the actions associated with it (assignment of receivables, payments, collection of receivables through judicial and extrajudicial means, etc.), such as court/state/bank and other fees/commissions, VAT or other tax payments, etc., taking into account the provision of Article 9.03, shall be borne by the Supplier. The Supplier shall also bear all costs of any nature for the possible provision, registration, or acquisition (transfer to the Factor) of any collateral to secure the Factor’s claim against the Supplier, legal costs, enforcement costs, regardless of the outcome of enforcement, and generally any costs incurred in connection with or in relation to this Agreement or its performance.

7.02. In the event that the Factor pays, even though it is not obligated to do so, any of the amounts specified above, the amounts paid shall be treated by the Factor as a debt owed by the Supplier, and interest shall be due thereon by the Supplier at the rate agreed in Article 5.01.2 of the GTC and the provisions of the SPA. The Supplier is obligated to pay them immediately, and the Factor is entitled to withhold any such amount from the amounts owed by it to the Supplier.

ACCOUNTING AND TRACKING OF ASSIGNED RECEIVABLES

8.01. The tracking of assigned receivables, including assignments made to the Factor, payments on assigned receivables, transfers, and all transactions related to the factoring services provided, as set forth in these GTC and the DTC, shall be conducted through the commercial account, which is a special account or accounts maintained by the Factor in accordance with its accounting policy.

8.02. The statement issued by the Factor, based on its accounting records, detailing the transactions in the aforementioned commercial account/accounts of the Supplier, constitutes full proof of the transactions recorded therein, as well as of the Factor’s claims against the Supplier (the Supplier’s debt) arising from this DFA.

JUDICIAL COLLECTION

9.01. The Supplier authorizes the Factor to take any and all legal actions necessary for the collection of the assigned receivables, and undertakes to cooperate with and assist the Factor in collecting the assigned receivables through legal proceedings or other procedures provided for in the relevant legislation, by providing all necessary documents and performing all actions and
formalities that will assist or could assist the Factor in its
legal actions for the collection of the amounts due.

9.02. The Supplier undertakes to immediately notify the Factor of any facts and circumstances that have come to its attention and that could affect the solvency and creditworthiness of the Supplier, the Guarantor, and/or the Debtor. Based on a combination of the latest available information regarding the business of the Supplier, the Guarantor, and/or the Debtor, and/or the current economic uncertainty in the country and/or the Debtor’s commercial sector, the Factor shall have the right to terminate or reduce the amount of financing for the relevant Supplier and/or Debtor.

9.03. All costs incurred for and in connection with the collection of receivables shall be borne by the Supplier.

EXERCISE OF RIGHTS. AMENDMENTS. PARTIAL INVALIDITY

10.01. The Factor reserves the exclusive right to exercise any of its statutory or contractual rights. This right shall not be deemed to have been waived or in any way precluded as a result of a delay, a single or repeated failure to exercise the specific right, or any other future similar or different right.

10.02. The Express Factoring Agreement, as well as any amendments thereto, shall be made only in writing; that is, written form is a condition of validity, including via the Client Portal. Counter-evidence against the General Terms and Conditions of Express Factoring and/or the Detailed Terms and Conditions of Express Factoring or regarding the existence of an additional agreement is admissible only in writing, and any other means of evidence is excluded.

10.03. The revocation or cancellation of any provision of the General Terms and Conditions and/or the Special Terms and Conditions shall in no way affect the validity of the remaining provisions.

10.04. The parties agree that the requirement for correspondence to be in writing is satisfied when using email and/or the Factor’s Customer Portal.

10.05. In accordance with Article 13, paragraph 4 of the Electronic Document and Electronic Certification Services Act (“EDECSA”), correspondence conducted via email and/or on the Factor’s Client Portal that is signed with a simple, advanced, or qualified electronic signature shall be deemed to have been signed with a handwritten signature.

RIGHT OF SET-OFF AND/OR DEDUCTION

11.01. All payments made by the Supplier to the Factor pursuant to or in connection with the provisions of these GTC, shall be made by the Supplier to the Factor without any reduction due to set-off or deduction, or any liability arising from a defense or counterclaim by the Supplier against the Factor.

11.02. The Factor shall be entitled to set off any of its obligations under these GTC, even if not yet due, against any counterclaim, defense, or claim by the Supplier against the Factor. The Factor is not obligated to exercise any of its contractual or statutory rights of set-off.

11.03.
In cases where the Supplier is a Debtor under a factoring agreement entered into between the Factor and another supplier and has failed to meet the deadlines for settling its obligation as a Debtor, the Factor shall have the right, at its discretion, to set off/set off the Supplier’s obligations to the Factor in its capacity as a Debtor under that other factoring agreement and the corresponding assigned receivables against the Factor’s obligations to the Supplier under the DEF concluded between the Factor and the Supplier. In the event that
the Factor has made a deduction/set-off pursuant to the preceding sentence, the relevant amount shall be deducted from the amounts under Article 4.01.

PROVISION OF FINANCIAL AND OTHER INFORMATION

12.01. The Supplier undertakes to notify the Factor immediately of any change affecting its representation or shareholding structure (or a change in its partners) and to provide the Factor with the necessary documents required by applicable laws and certifying such change (court decision, certificate of current legal status, etc.). Furthermore, the Client undertakes to notify the Factor of any adverse change in its assets or operations or of any material financial burden arising from financial obligations to third parties.

12.02. The Supplier agrees to provide the Factor with accurate, truthful, and timely information regarding its overall financial condition, the actual and legal status of its assets, to provide the necessary documents immediately upon request, and to cooperate, and accordingly ensure cooperation and access for the Factor’s employees during their inspections at the Supplier’s premises. The Factor shall review the terms of the DEF once a year (once within a calendar year) and shall have the right to request changes thereto, with such changes to be reflected in an annex between the parties. In the event of the Supplier’s disagreement with a change in the terms, the Factor shall have the right to unilaterally terminate the agreement by sending written notice (notice of termination) thereof to the Supplier. The notice shall be sent no later than 3 (three) business days prior to the desired termination date. In the event of termination pursuant to this clause, the relations between the parties shall be settled in accordance with Article 16 of these GTC. During the review, the Factor shall have the right to temporarily suspend the financing under Article 4.01 to the Supplier.

12.03. The Factor is entitled to seek and obtain information regarding the Supplier’s financial and asset status from any Bulgarian or foreign credit institutions or intermediaries, from the Bulgarian National Bank, the National Social Security Institute (NSSI), and others; by signing the DEF and in accordance with these General Terms and Conditions, the Supplier irrevocably and unconditionally authorizes the Factor to seek and obtain such information regarding the Supplier and/or the Principal.

NOTICES

13.01. All notices, statements, and approvals provided for in these GTC and DTC, unless otherwise provided in the relevant provision of the GTC/DTC, shall be made solely in writing, including by email in accordance with Art. 10.04 and Art. 10.05; by mail (registered or with return receipt); by notarial summons; by courier to the addresses of the parties listed as “correspondence address” in the DEF. In the event of a change to these addresses, the relevant party shall notify the other parties in writing, specifying the new mailing address. Until such notice is received, all and any communications that have arrived at the old address shall be deemed to have been received.

13.02. Where the Factor and the Supplier (and, where applicable, the Principal) have agreed in the DEF on email addresses for communication between them, the written notices provided for in Art. 13.01 shall be deemed duly delivered when the electronic message sent by either
of the parties is received in the information system serving
the respective email address of the other party.

13.03. If the Supplier uses Factor’s “Client Portal” application (and has a username and password for the portal), the Supplier agrees that it may receive any notifications, reminders, statements, declarations, and approvals provided for in these GTC and the DTC. The Supplier agrees that the moment of delivery of each individual document shall be deemed to be its sharing in the “Client Portal” application, for which the Supplier shall also receive an electronic message at the email address provided by them in accordance with the procedure set forth in Art. 13.02 above.

TRANSFERS

14.01. The Supplier undertakes not to assign, for any reason whatsoever, to any third party any receivable that it has offered for assignment to the Factor in accordance with the DEF, The Factor shall have the right to freely assign any of its receivables against the Supplier arising from the DEF, as well as to assign any of its rights or obligations under this Agreement to any third party. Furthermore, the Factor has the right to enter into factoring agreements with or without recourse and in any other form with intermediaries/other parties having their registered office in Bulgaria or abroad, and to assign under such agreements the receivables acquired under the DEF, as well as the right to insure the receivables acquired under the terms of the DEF with an insurance company of its choice, under such terms and conditions as it deems appropriate.

ADDITIONAL PROVISIONS

15.01. These General Terms and Conditions are effective as of the date specified on the first page of these General Terms and Conditions and constitute an integral part of, and govern, every Express Factoring Agreement.

15.02. In the event of a past-due receivable, the Supplier is obligated to take all measures deemed necessary by both the Supplier and the Factor, to prevent or mitigate the consequences associated with the Factor’s recourse claim. The Supplier is obligated to exercise all rights in a timely manner and to take all necessary legal and factual actions with at least the same due care and professionalism as if they had not been transferred to the Factor, including the rights to recover the goods or to preserve his or the Factor’s rights, as well as to secure payment of the receivable.

15.03. By signing the DEF, the Supplier agrees that all information contained in the DEF and its annexes is confidential, and the Supplier undertakes not to disclose such information and to ensure that all its employees, employees, and other representatives, as well as its legal, financial, and other consultants, not to disclose or allow third parties access to any or all of the information contained in the DEF and its annexes.

15.04. These GTC may be amended or supplemented only at the Factor’s initiative, and any such changes shall be binding on every DEF entered into prior to the amendment. The Factor shall notify each Supplier (and, where applicable, the relevant Principal) in writing of any amendment to these GTC no later than 10 business days after their publication on the Factor’s website – https://smart-factoring.com/, and in the event of disagreement with the changes,
the Supplier may terminate the DEF in accordance with the procedure provided for in Article 16 of
these GTC.

TERM OF THE AGREEMENT. TERMINATION

16.01. The term of the DEF is indefinite and may be terminated, in whole or in part, in writing, at any time by either party by sending written notice (notice of termination) to the other party within a reasonable period. Termination shall take effect on the day following the expiration of the notice period (termination date), unless the parties have agreed in writing on a different termination date.

16.02. The termination of the DEF has the following consequences:

16.02.1 The terms and conditions of the DEF remain in effect for receivables already assigned to the Factor until such receivables are paid in full; and

16.02.2. All of the Supplier’s outstanding obligations to the Factor shall become fully and immediately due and payable on the Date of Termination of the DEF, and interest shall accrue thereon in accordance with Section 5.01.2, at the rate individually agreed upon between the Factors and the Supplier, until their full payment.

16.03. The Express Factoring Agreement shall be terminated without any action being required on the part of the Factor or the Supplier upon the initiation of proceedings to declare the Supplier insolvent or to liquidate it, or upon the termination of its business operations. The date of termination of the EFA shall be deemed to be the date of the court decision or other act or fact certifying the occurrence of these events.

16.04. The Supplier is required to notify the Factor in writing no later than 1 (one) business day after the occurrence of the events listed in Article 16.03.

16.05. The Factor shall have the right to terminate the DEF, notwithstanding the provisions of Article 16.01, with immediate effect by means of a unilateral written notice, including via the Client Portal, if the Supplier or the Principal has knowingly misrepresented or concealed a circumstance under which the Factor would not have entered into the agreement had it been aware of it, or in the event of a breach by the Supplier/the Principal of any term under these GTC and the DTC, including all subsequent annexes.

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