ASSIGNMENT OF DEBT AGREEMENT WITH SURRENDER OPTION (29 may 2019)

AMONG:

  • [firstname] [lastname] legal representative of

  • [companyname] identification number: [companyidentificationnumber]

  • [address1]

  • [address2]

  • [postal code] [city] [country]

  • e-mail : [e-mail] phone number [Phone number]

hereinafter the “Assignor

AND:

ADDPAID+ s.r.o., a Czech company with share capital of 200 000 CZK, registered with the Czech Republic trade and companies register under number 07614705, whose head office is located at Husova 240/5, Staré Město, 110 00 Prague 1, Czech Republic, represented by its director

hereinafter the “Assignee

Hereinafter referred to individually as a “Party” and collectively as the “Parties”.

Whereas

The Assignor is owed an unpaid debt, the characteristics of which are as follows:

  • Amount and currency: []

  • Identity and contact details of the Debtor: []

  • Cause of the Debt/type of unpaid transaction: []

  • Due date: []

(the “Debt”).

The Parties have decided to enter into this assignment of debt agreement (“Assignment of Debt Agreement”) in order to determine the terms and conditions pursuant to which the Assignor shall transfer the aforementioned Debt to the Assignee.

As a result of which, the following has been agreed:

  1. Assignment of debt

The Assignor hereby assigns to the Assignee, which accepts it, according to the terms set forth in this agreement, the entire aforementioned Debt (the “Assignment of Debt”).

From today and notwithstanding the payment arrangements of the consideration and the surrender option provided in Article 2 and Article 4 of this agreement, the Assignee shall therefore become the owner of the Debt and shall have full enjoyment of it, with all related rights including rights of action. The Assignee is thus subrogated to all rights that the Assignor has against the debtor of the Debt, without restriction or reserve, to the full extent of the Debt.

  1. Assignment consideration and payment arrangements

The Debt shall thus be assigned and acquired for the all-in consideration of one euro (1) (the “Consideration”).

The Consideration will be paid by the Assignee to the Assignor on a deferred basis on the first day following the end of a 12-month period starting on the day this Assignment of Debt Agreement is signed, subject to arrangements provided for in Article 4 of this agreement in the event that the Assignor exercises its Surrender Option, through a wire transfer.

  1. Additional consideration in the event of collection

Additional consideration will be payable by the Assignee to the Assignor in the event of partial or total collection of the Debt by the Assignee taking place within 12 months of the signature of this Assignment of Debt Agreement (the “Additional Consideration”).

The Additional Consideration will be equal to:

  • [If the Assignor is a natural person]: 95% 

or

  • [If the Assignor is a legal person]: 80%

of the total net amount of sums thus collected by the Assignee with respect to the Debt, from which any bank fees and payment-related costs will be deducted.

The Additional Consideration will be paid by the Assignee to the Assignor within 10 business days of the Assignee receiving the sums collected with respect to the Debt, it being provided that processing times and bank services, and their cost, are independent of the Assignee, through a wire transfer.

It is expressly agreed that the Assignor will be unable to claim any Additional Consideration in the event of the Effective Exercise of the Surrender Option provided for in Article 4 of this document.

  1. Surrender option

The Assignor shall have an option to surrender the assignment of the Debt, which may be exercised against the Assignee in accordance with the terms and conditions set out in this Article, in return for paying the Assignee the total all-in consideration of one euro (1) (the “Surrender Option”).

The Assignor must give prior notice to the Assignee, through an electronic notification with return receipt requested, about its intention to exercise its Surrender Option.

The Surrender Option shall not be effective and shall not therefore void the Assignment of Debt until the day the Assignee receives that notification (the “Effective Exercise of the Surrender Option”) provided that on that date, no sum has been collected or is in the process of being collected by the Assignee with respect to the Debt. If any sum has been collected, the Assignee shall irrevocably remain the owner of the Debt, subject to the termination provisions set out in Article 5.

On the Effective Exercise of the Surrender Option, the obligation for the Assignor to pay the Assignee the aforementioned all-in sum of one euro (1) shall be automatically compensated by the obligation for the Assignee to pay the Assignor the Consideration of one euro (1) stipulated in Article 2, such that no sum shall be payable between the Parties in respect of Article 2 and Article 4 of this Assignment of Debt Agreement.

Effective Exercise of the Surrender Option by the Assignor may take place once only, at any time during a period of 12 months from the signature of this Assignment of Debt Agreement.

If the Assignor does not exercise its Surrender Option in accordance with the terms and conditions and within the timeframes set out in this Article, the Assignee will irrevocably remain the owner of the Debt, subject to the termination provisions set out in Article 5.

  1. TERMINATION

If the unpaid debt declaration made by the Assignor with respect to the Debt via the Addpaid Service is definitively cancelled, or if the Assignor’s User Account is closed because of a breach of the ADPPAID GTCSUs, this Assignment of Debt Agreement shall be immediately terminated by operation of law.

If termination takes place in that manner after a period of 12 months from the date this Assignment of Debt Agreement is signed, the Assignor shall be obliged to return to the Assignee the sum of 1 corresponding to the Consideration it will have received under Article 2, through a wire transfer within a period of [•] days.

If termination takes place in that manner within a period of 12 months from the date this Assignment of Debt Agreement is signed, the Assignor shall not be able to claim payment of the Consideration.

The Parties expressly agree that:

  • if collection of the Debt has already taken place in part or in whole for the Assignee’s benefit on the date the aforementioned termination takes place, the Assignee shall remain definitively entitled to those sums, minus the corresponding Additional Consideration already paid to the Assignor;

  • the Assignor shall not be able to claim any Additional Consideration with respect to the remainder of the Debt that has not yet been collected by the Assignee on the date the aforementioned termination takes place.

  1. Notification of debt assignments

To ensure that the Assignment of Debt transaction is enforceable against the debtor concerned, the Assignor shall inform, insofar as is necessary, the debtor of the assignment, immediately and at its expense as soon as this Assignment of Debt Agreement is entered into, in accordance with the applicable law, using the notification form set out in Appendix 2.

The Assignor shall send to the Assignee, within ten (10) days of the Assignee’s first request, a copy of that notification as well as the proof of receipt by the debtor concerned. The Assignor is informed that in the event of the Effective Exercise of the Surrender Option provided for in Article 4, or of termination as provided for in Article 5, it shall be required to notify the debtors owing the Debt of that event to ensure enforceability in accordance with the applicable law.

  1. Representations and warranties
  • Each Party represents and warrants:

  1. that it has the legal capacity and powers, rights and authorisations necessary to enter into and perform this Assignment of Debt Agreement;

  1. that this Assignment of Debt Agreement constitutes a set of valid rights and obligations that is binding on it in accordance with its terms;

  1. [If the Assignor is a legal person] that it is not in a situation of suspension of payments and is not currently subject to any measure or procedure to prevent or address difficulties or any other similar measure or procedure that may apply under the applicable national law.

  • The Assignor represents and warrants to the Assignee that the Debt exists and is certain, of a fixed amount, due and undisputed.

  • The Assignor represents and warrants to the Assignee that the invoices and other supporting documentation for the Debt, copies of which are enclosed with this Assignment of Debt Agreement, are true and accurate and certifies that the copies are true to the originals.

  • The Assignor represents and warrants to the Assignee that on the date of signing this Assignment of Debt Agreement, the debtor owing the Debt has not been and is not the subject of a safeguard procedure, court-based redress procedure or court-ordered liquidation and, more generally, any procedure for addressing difficulties or any other similar measure or procedure that may apply under the applicable national law (hereinafter “Insolvency Proceedings”) that would make it necessary to declare the Debt as a liability in those Insolvency Proceedings.

In any event, the Assignor accepts and acknowledges that in the situation where Insolvency Proceedings are taking place or are due to take place against a debtor owing the Debt, the Assignee may under no circumstances be held liable for the consequences of failing to declare the Debt as a liability of the Insolvency Proceedings or for any other step, action or formality provided for by the applicable law that is the responsibility of the creditor of a debtor subject to Insolvency Proceedings.

  1. Address for service and communication

For the performance of this agreement, the Parties’ addresses for service shall be those stated at the start of this Assignment of Debt Agreement or any other address that each Party may subsequently notify to the other.

Any notifications that may be sent electronically by the Assignor to the Assignee, including the Assignor’s notification that it intends to exercise the Surrender Option provided for in Article 4 of this Assignment of Debt Agreement, must be sent to the email address as above, given by the Assignor while creating the declaration on the web site.

  1. DATA PROTECTION

As part of this agreement, the Assignor is required to provide personal information and data about itself. That personal information and data are collected and processed by ADDPAIDplus acting as a data controller. Those data are necessary for the performance of the agreement.

The Assignor is also required to provide ADDPAIDplus with personal information and personal data concerning third parties, namely the unwilling debtors of the assigned debts. In that case, and for the avoidance of doubt, it is specified that the Assignor is acting as a joint data controller of the processing of such personal data, which it confirms having collected in accordance with applicable legislation.

ADDPAIDplus as Assignee of the debt has a legitimate interest in collecting and processing personal data concerning unwilling debtors in order to recover the unpaid debt from the unwilling debtor concerned. ADDPAIDplus shall only collect data that are strictly necessary for the performance of this agreement and to collect the unpaid debts.

ADDPAIDplus undertakes to comply with applicable data protection regulations, including Regulation (EU) No 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter the “GDPR”) and texts implementing the GDPR in any European Union member state to which ADDPAIDplus’s activity relates.

Personal data will be retained for the time required to perform this agreement. Certain personal data will also be retained by ADDPAIDplus for periods imposed upon it by legislation in order to meet its statutory obligations.

In particular, ADDPAIDplus undertakes to take all appropriate technical and organisational measures and guarantees so that the processing of these personal data is in accordance with those rules. Those measures and guarantees include but are not limited to security measures (including confidentiality and integrity), minimisation, limitation of the retention period to that authorised by law and compliance with rules concerning transfers of personal data outside of the European Union.

These personal data are protected by the professional secrecy obligations that bind ADDPAIDplus. However, to meet statutory or regulatory obligations, ADDPAIDplus may be required to share information with legally competent judicial or administrative authorities.

For the purpose of performing the agreement, ADDPAIDplus may also transfer the Assignor’s personal data to third-party subcontractors that provide support services to it, such as financial organisations, publisher or the hosting entity of the www.addpaid.com website. Some of those service providers may be outside of the European Union. In that case and before the transfer of data outside of the European Union, ADDPAIDplus will take all steps required to obtain the guarantees required to ensure the security of such transfers.

The Assignor hereby warrants that the personal data provided to ADDPAIDplus are accurate and up-to-date, and undertakes to inform ADDPAIDplus of any change or amendment in that respect as soon as possible.

In accordance with the applicable regulations concerning personal data, the Assignor shall at all times have rights of access, rectification, limitation, objection and deletion concerning its personal data for a legitimate reason, and the right to formulate specific or general directives concerning the retention, deletion and communication of its personal data after its death, which it may exercise by sending a letter to AddpaidPlus by postal services to the address as indicated above.

That request must be signed and accompanied by a photocopy of an identity document bearing the Assignor’s signature and the address to which ADDPAIDplus’s response must be sent. A response will be sent to the Assignor within one (1) month of its request being received, it being provided that that timeframe may be extended by two (2) months depending on the complexity and number of requests.

In any event, the Assignor has a right to file a complaint with the local data protection authority regarding the collection and processing of its personal data by ADDPAIDplus.

  1. Applicable law / Disputes

This Assignment of Debt Agreement shall be governed, interpreted and applied in accordance with Czech law.

The Assignment of Debt Agreement is drafted in French. In the event that it is translated into one or more other languages, only the French-language version shall prevail.

Any dispute or litigation relating to its existence, validity, interpretation or performance shall fall under the exclusive competence of the courts in the jurisdiction of the city of Prague.

Agreement entered into electronically on: [……………….], with the Assignor representing that it has familiarised itself with the agreement’s terms and conditions and accepted them.

____________________________

_______________________________

The Assignor

The Assignee

Addpaid+

Represented by its director

©2019 ADDPAID ™, ADDPAIDplus ™ are registered trademarks of ADDPAID Luxembourg Holding, registered in Europe and other countries.

Log in with your credentials

Forgot your details?