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Appendix 3

Terms of Use for Cadabrica Financial Services​

1. General Provisions​

1.1. Purpose of Providing Financial Services​

The financial services offered through the Cadabrica platform (hereinafter referred to as the "Platform") are aimed at supporting and developing remote commerce, simplifying Buyers' access to Sellers' goods, increasing sales, expanding product assortments, and advancing modern digital solutions in e-commerce. Services include lending, factoring, cash flow management, and other similar services.

1.2. Provision of Financial Services by Third Parties​

Financial services may be provided by Cadabrica, its group companies, as well as independent providers of financial and technological solutions engaged under contractual arrangements.

1.3. Access Conditions and Functionality​

The Seller may use the financial services within the functionality explicitly available in their personal account (hereinafter referred to as "Account").

Cadabrica grants access to specific financial services only to Sellers who meet established criteria, including but not limited to sales volume, reliability in fulfilling obligations, and other parameters. The Platform reserves the right to deny access to specific financial instruments without explanation.

1.4. Responsibility for Access and Technical Limitations​

Cadabrica bears no responsibility for the inability to use financial services due to non-compliance with access criteria, technical limitations, or failures arising on the Seller’s side or within the infrastructure of the Platform or third parties.

1.5. Processing of Personal and Financial Data​

By using the financial services, the Seller agrees to the processing of personal, financial, and commercial data, including their transfer within the Cadabrica group of companies and to third-party financial solution providers, in compliance with applicable legislation.

Detailed information about the processing of personal data is available in the Privacy Policy published on the Platform's official website.

Section 2. Changes in Settlement Procedures (for the Cadabrica Platform)​

2.1. Services for Changing Settlement Schedules​

The Seller may use one of the payment schedule adjustment services available in their Cadabrica Account:

  • "Flexible Payment Schedule" service;
  • "Early Payout" service.

These services allow the Seller to receive payments for sold goods earlier than the standard term.

2.1.1. Eligibility Check (Scoring)​

Cadabrica conducts regular assessments (scoring) of the Seller’s compliance with internal criteria such as duration of cooperation, outstanding debts, return rates, etc.

Upon successful evaluation, the Seller will be able to activate one of the services in their Account. If the Seller's metrics worsen on the payout day, Cadabrica reserves the right to refuse early payment without it being considered a breach of obligation.

2.1.2. Security Deposit​

When providing early payout services, Cadabrica may withhold part of the payment amount as a security deposit. This withholding is done according to Platform rules and aims to ensure transaction transparency and compliance, as well as fulfill Cadabrica’s guarantees to Buyers.

The deposit amount is calculated using a reduction coefficient applied to the payout amount. The coefficient value is specified in the Seller’s Account and regulated by the terms in the “Fees and Rates” section.

The security deposit is a secured payment as defined in Article 381.1 of the Civil Code of the Russian Federation and may be used by Cadabrica to cover the Seller’s obligations, including returns, compensations, and other costs related to Platform transactions.

Any remaining deposit will be returned to the Seller no later than the next payout date after the end of the reporting period, minus service fees and other deductions.

2.1.3. Withholding Funds​

If the amount to be withheld by Cadabrica exceeds the amount payable to the Seller, Cadabrica may postpone the payment until the remaining balance becomes positive.

2.1.4. Payments via a Partner​

Cadabrica may delegate the payout of funds to a third party (partner bank). A payment register issued by the partner will serve as proof of fulfillment.

2.1.5. Seller's Bank Details​

All payments are made to the bank details specified in the Seller’s Account. In case of changes, the Seller must update the information. If the payment is not possible using the provided details, Cadabrica may suspend early payout services.

2.1.6. Breach of Deadlines​

If Cadabrica fails to make the payment within the established timeframe, the early payout service is considered not provided, and the fee is not charged.

2.2. "Flexible Payment Schedule" Service​

2.2.1. Available Options:​

  • Daily payments;
  • Next week payout;
  • Payout in 1 week;
  • Payout in 2 weeks.

2.2.2. Payment Terms​

Within 3 business days from the scheduled payout date.

2.2.3–2.2.7. Conditions​

The terms and payout schedules are as described in the original section, indicating that payments and reporting periods are calculated based on Moscow time and only business days are counted.

2.2.8. Deductions​

Deductions from the payout amount include service fees and other mandatory payments provided for in the agreement and specified in the Seller’s Account.

2.3. "Early Payout" Service​

2.3.1.​

Funds are transferred within 3 business days after the service is ordered.

2.3.2.​

Payouts are made for goods sold prior to the service request date, minus already paid amounts.

2.3.3.​

The payout amount depends on the date the request was submitted, as per clause 2.3.3 of the original agreement.

2.4. Service Payment​

The cost of the early payout and flexible payment schedule services is withheld by Cadabrica in the amount specified in the Seller’s Account. The fee may be changed unilaterally without prior notice. The Seller is responsible for monitoring changes in their Account.

2.5. Loans and Loan Applications​

Cadabrica may provide access to lending services via partner platforms. The Seller consents to the transfer of necessary data to such partners upon application.

2.6. Seller Verification by the Lender​

Verification is performed solely by the credit institution. The flexible payment schedule service may block the ability to apply for a loan.

2.7. Loan Repayment Withholding​

Cadabrica withholds funds to fulfill the Seller’s obligations to loan partners based on the Seller’s irrevocable order. All transactions are displayed in the Seller’s Account.

2.8. Additional Taxes​

If Cadabrica is obligated to pay VAT or an equivalent tax when selling the Seller’s goods to customers in other countries, Cadabrica will collect and remit the tax on behalf of the Seller, indicating the tax amount separately on the receipt.

3. Seller Balance​

3.1. General Provisions​

Cadabrica has the right to use a prepayment method for services under this Agreement by withholding funds from the Seller’s Balance in their Account.

Services requiring prepayment are only provided if there is a sufficient balance. If funds are insufficient, Cadabrica may refuse to provide such services until the Balance is topped up.

3.2. Balance Top-Up Procedure​

The Seller may top up their Balance for any amount via the relevant functionality in their Account. To do this, the Seller specifies the desired amount, after which Cadabrica generates and uploads a payment invoice to the Account. After the funds are credited to Cadabrica’s account, the top-up amount is displayed in the Seller’s Balance and becomes available for service payments.

Real-time Balance information is available to the Seller in their Account.

3.3. Use of Balance Funds​

The Seller may use Balance funds to pay for services available in the Account. Once the service is selected and ordered, Cadabrica may debit the corresponding amount from the Balance at any time, either in advance or after service delivery, depending on the nature of the service.

Debits from the Balance may occur as a one-time transaction or in stages if provided for by the specific service conditions.