Version: 1.0. Effective date: 2026.11.12.
ASTERRA ESTATE d.o.o.
These Terms of Use govern access to and use of the ASTERRA ESTATE claim-rights marketplace operated by ASTERRA ESTATE Platform d.o.o. Please read them carefully before registering. By approving these Terms of Use on the Platform, you enter into a binding agreement with the Operator.
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms of Use, the following capitalised terms have the meanings set out below:
Assignment Agreement – an agreement concluded via the Platform under which the Seller assigns a Claim Right, or a part of it, to the Purchaser for the Claim Price, in the form of the template made available on the Platform for the relevant Claim Right.
Automatic Purchase – a standing instruction given by a User under clause 7 to acquire Claim Rights which match criteria and/ or strategies chosen by the User.
Borrower – a natural person or legal entity that owes the Loan Originator repayment under a Loan Agreement.
Business Day – any day other than a Saturday, a Sunday or a public holiday in the Republic of Croatia.
Claim Price – the consideration payable by the Purchaser to the Seller for the Claim Right under the Assignment Agreement.
Claim Right – the monetary claim (or a part of it) against a Borrower for repayment of a Loan and related ancillary claims, as specified in the Assignment Agreement.
Collateral – any pledge, mortgage, guarantee, surety or other security interest securing the performance of a Loan Agreement.
Fee Schedule – the schedule of fees and charges for the Operator's services, as published on the Platform and amended in accordance with clause 17, which forms an integral part of these Terms of Use.
Loan – the outstanding principal amount advanced under a Loan Agreement.
Loan Agreement – a loan, credit, financial lease or similar agreement between a Loan Originator and a Borrower from which a Claim Right arises.
Loan Originator – a company that grants Loans to Borrowers and whose Claim Rights are made available on the Platform.
Operator – ASTERRA ESTATE d.o.o., a limited liability company incorporated in the Republic of Croatia, OIB 17272700983, registered with the Commercial Court in Zagreb under MBS 040499234, registered address Milutina Barača 62, 51000 Rijeka, Croatia, which operates the Platform.
Pending Payments – amounts received or held by the Operator for a User which have not yet been used to pay a Claim Price, including repayments awaiting distribution, repurchase proceeds in transit, amounts held during identification checks or disputes.
Platform – the website at https://asterra.estate/ operated by the Operator, through which Users may conclude Assignment Agreements and use related services.
Purchaser – a User who acquires a Claim Right under an Assignment Agreement.
Repurchase – the re-assignment of a Claim Right (or part of it) by the Purchaser to the Loan Originator in the cases and on the terms set out in the relevant Assignment Agreement.
Repurchase Right – a right of the Loan Originator to repurchase a Claim Right in the cases set out in the relevant Assignment Agreement.
Secondary Sale – the assignment of a Claim Right (or part of it) by one User to another User via the Platform.
Segregated Account – a bank or payment account opened by the Operator in its own name with a credit institution or payment institution, used exclusively for holding Users' funds for the purposes of these Terms of Use and kept separate from the Operator's own funds.
Seller – a Loan Originator or a User assigning a Claim Right under an Assignment Agreement.
Servicer - the Loan Originator (as applicable under the relevant Assignment Agreement) that administers and collects the Claim Right for the account of the Purchasers.
Tax – any tax, duty, levy, contribution or other governmental charge (including related interest and penalties) imposed by any competent authority.
User – a natural person or legal entity that has registered on the Platform and whose User Profile has been activated.
User Bank Account – an account in the User's own name with a credit institution or payment institution authorised in a member state of the European Economic Area (EEA), Switzerland or the United Kingdom, designated by the User in the User Profile.
User Profile – the personal profile of a User on the Platform, which shows the User's Pending Payments, Claim Rights and transactions.
Verification Provider – a third-party provider of identity and document verification services engaged by the Operator.
1.2. Headings are for convenience only. Words in the singular include the plural and vice versa. References to clauses are to clauses of these Terms of Use.
2. ROLE OF THE OPERATOR
2.1. The Operator provides a technical marketplace on which Sellers publish Claim Rights and Users may acquire them by concluding Assignment Agreements. The Operator does not grant loans, does not acquire or hold Claim Rights for its own account, and is not a party to any Assignment Agreement as Seller or Purchaser.
2.2. The Operator does not provide investment advice, recommendations, portfolio management or any assessment of the suitability of a Claim Right for a User. Any information on the Platform about a Claim Right, a Borrower category or a Loan Originator is provided by the Seller or the Loan Originator and is shown for information only.
2.3. The Operator does not guarantee the repayment of any Claim Right, the performance of any Borrower, Loan Originator, or any level of income. Expected repayment schedules shown on the Platform are indicative only.
2.4. Users acknowledge that the Operator is affiliated with the Loan Originators. These relationships are disclosed so that Users can take them into account; they do not change the Operator's role described in this clause 2.
2.5. The Operator may refuse to publish, remove or restrict access to any Claim Right or other information provided by a Seller or a User if it is incomplete, inaccurate, unlawful or contrary to these Terms of Use. The Operator reviews such information manually and/or with automated tools.
3. REGISTRATION AND ELIGIBILITY
3.1. To use the Platform, a person must complete the online registration form, accept these Terms of Use and pass the identification procedure in clause 4.
3.2. By registering, and for as long as these Terms of Use apply, the person represents and warrants that:
(a) it is a natural person aged 18 or over with full legal capacity, or a legal entity duly incorporated and validly existing;
(b) if a natural person, it is resident and registered as a taxpayer in a member state of the EEA, Switzerland or the United Kingdom; if a legal entity, it is incorporated and tax-resident in one of those jurisdictions;
(c) it holds a User Bank Account and is entitled to dispose of the funds in it;
(d) it is not subject to insolvency, bankruptcy, liquidation or similar proceedings, nor to any sanctions imposed by the United Nations, the European Union, the Republic of Croatia, the United Kingdom or the United States;
(e) all information provided to the Operator is true, complete, accurate and not misleading;
(f) it acts in its own name and for its own benefit, and is the beneficial owner of all funds and Claim Rights held through the User Profile;
(g) the funds it uses on the Platform do not derive from criminal activity and are not connected with money laundering or terrorist financing;
(h) it has disclosed whether it (or, for a legal entity, any beneficial owner or representative) is a politically exposed person, a family member of one, or a known close associate of one;
(i) it will not use the Platform for any unlawful purpose.
3.3. Each person may hold only one User Profile. The Operator may refuse to open additional profiles and may merge or close duplicate profiles.
3.4. The Operator may refuse a registration without giving reasons, in particular where it suspects money laundering, terrorist financing, fraud or sanctions exposure.
4. IDENTIFICATION AND DUE DILIGENCE
4.1. The Operator carries out customer due diligence in accordance with the Croatian Act on the Prevention of Money Laundering and Terrorist Financing and its internal policies. A User Profile is activated only after the Operator has completed identification and notified the User.
4.2. For this purpose the Operator may request, among other things:
(a) a photo or video of the User's face (or of the representative and beneficial owners of a legal entity), which is compared by automated means with the identity document only with the explicit consent of the person concerned;
(b) full name, date and place of birth, citizenship, and residential or registered address;
(c) an identity document and, where applicable, a residence permit;
(d) tax residence and tax identification number;
(e) e-mail address and telephone number;
(f) information on the source of funds and source of wealth, occupation and annual income;
(g) a recent proof of address issued by a public authority, utility company or financial institution;
(h) for legal entities: registry extract, constitutional documents, latest financial statements and details of beneficial owners;
(i) any other information or documents the Operator reasonably requires.
4.3. Identification may be performed through the Verification Provider or directly by the Operator. The Operator may also require the User to make an initial transfer from the User Bank Account and may rely on the information received from the User's bank.
4.4. The Operator decides at its own discretion whether the information provided is sufficient. It may at any time require updated or additional information. If the User fails to provide it, the Operator may refuse activation, suspend the User Profile or terminate these Terms of Use under clause 16.
5. USER PROFILE AND FUNDS
5.1. The User logs in using its e-mail address, password and two-factor authentication. The User must keep its credentials confidential and change its password when required by the Operator.
5.2. The User must notify the Operator without delay if it suspects that its credentials have been disclosed or its User Profile has been accessed without authorisation. The Operator will then block access until new credentials are issued. The Operator may also block access if an incorrect password is entered five (5) consecutive times, if suspicious login activity is detected, or if it suspects unlawful use.
5.3. Actions performed through the User Profile using valid credentials before access is blocked are treated as actions of the User, except where the User is a consumer and mandatory law provides otherwise.
5.4. To make funds available on the Platform, the User transfers money from the User Bank Account to the Segregated Account. Transfers from third-party accounts will be returned or withheld, excluding if such order is stated in accordance with the Migration Terms. Credited amounts are shown in the User Profile as Pending Payments.
5.5. The Operator holds Users' funds in the Segregated Account in its own name but on behalf of and for the account of the Users, as their agent (mandatary), separately from its own assets. The funds do not form part of the Operator's assets and the Operator may not use them for its own purposes. No interest, yield or other return is paid on Pending Payments, including repayments awaiting distribution, repurchase proceeds in transit, funds not yet used to acquire Claim Rights and amounts held during identification checks or disputes. This does not affect statutory default interest if the Operator is late in paying out funds.
5.6. The Pending Payments of a User equal the funds received from the User and amounts credited to the User under Assignment Agreements, less the Claim Prices paid, withdrawals, and fees and costs under the Fee Schedule.
5.7. Funds must be transferred in the currency selected in the User Profile [EUR]. Amounts received in another currency may be converted at the rate applied by the Operator's account provider, and the conversion costs are borne by the User.
5.8. The Operator may examine the origin of funds received, which may take up to five (5) Business Days after the User has provided all requested documents. If the Operator cannot sufficiently establish the origin of funds, or suspects money laundering or terrorist financing, it may refuse or withhold the funds, suspend the User Profile and report to the Croatian Anti-Money Laundering Office (Ured za sprječavanje pranja novca) as required by law.
5.9. The User may at any time request withdrawal of all or part of its Pending Payments to the User Bank Account. The Operator will execute the withdrawal within [three (3)] Business Days, less any bank charges and fees under the Fee Schedule.
5.10. On request, the Operator will make available in the User Profile a statement of the User's transactions and holdings.
6. ACQUISITION OF CLAIM RIGHTS
6.1. Sellers publish Claim Rights on the Platform together with the applicable Assignment Agreement template and the information required by these Terms of Use. A User may acquire a whole Claim Right or a part of it, up to the amount of its Pending Payments.
6.2. Before acquiring a Claim Right, the User must review the Assignment Agreement template. By confirming the purchase, the User accepts the Assignment Agreement, which is then concluded between the Seller and the User. The Operator debits the Claim Price from the User's Pending Payments and transfers it to the Seller.
6.3. The Claim Right passes to the Purchaser when the Claim Price is debited from the Purchaser's Pending Payments. The concluded Assignment Agreement is stored in the User Profile.
6.4. Where a User acquires part of a Claim Right, payments are allocated to it pro rata to its share and in the order of priority set out in the Assignment Agreement.
6.5. Where several Users submit orders for the same Claim Right, orders are executed in the order in which they are received by the Platform. No category of order has priority over another.
6.6. The rights and obligations of the Seller and the Purchaser, including any Repurchase Rights, are governed by the Assignment Agreement. The Operator is not liable for the performance of any Borrower, Loan Originator, and the Purchaser bears the credit risk of the Claim Rights it acquires.
6.7. A User may not cancel, reverse or modify a concluded Assignment Agreement, except as provided in the Assignment Agreement or by mandatory law.
7. AUTOMATIC PURCHASE
7.1. A User may give the Operator a standing instruction to acquire Claim Rights on its behalf that match criteria chosen by the User (Automatic Purchase). The User alone selects and may change the criteria; the Operator does not select Claim Rights or exercise any discretion.
7.2. By activating Automatic Purchase, the User authorises the Operator, within the selected criteria and the User's Pending Payments, to accept the applicable Assignment Agreement templates in the User's name and to debit the corresponding Claim Prices from the User's Pending Payments.
7.3. Automatic Purchase orders are executed in accordance with clause 6.5 and have no priority over orders placed manually.
7.4. Assignment Agreement templates for new Loan Originators or new products are added to an active Automatic Purchase only after the User has given separate consent in the User Profile.
7.5. The User may activate, change or deactivate Automatic Purchase and Migration Terms at any time; changes apply to orders not yet executed.
7.6. The Operator may change the available Automatic Purchase settings by giving the User at least fourteen (14) days' notice. If the User does not agree, it may deactivate Automatic Purchase before the change takes effect. The Operator may suspend the Automatic Purchase function where necessary for security, technical or legal reasons and will inform affected Users without undue delay.
7.7. The User is responsible for the criteria it selects. The Operator is liable only for executing instructions in breach of the selected criteria. Under Automatic Purchase, Claim Rights are acquired without the User reviewing each of them separately. Automatic Purchase does not reduce the risks described in clause 11.
8. REPURCHASE AND SECONDARY SALE
8.1. A Purchaser may offer a Claim Right (or part of it) for Repurchase to the Loan Originator where the Assignment Agreement provides for this. The Loan Originator may accept or refuse the offer at its own discretion unless the Assignment Agreement says otherwise.
8.2. A Purchaser must re-assign a Claim Right where the Loan Originator exercises a Repurchase Right under the Assignment Agreement.
8.3. [A Purchaser may offer a Claim Right (or part of it) to other Users through a Secondary Sale on the terms of the Assignment Agreement for Secondary Sale. The Purchaser sets the price, which may be at a discount or premium.]
8.4. In each case, the Claim Right passes when the Claim Price is credited to the selling User's Pending Payments. Claim Rights re-assigned to the Loan Originator may be offered again on the Platform.
9. SERVICING OF CLAIM RIGHTS
9.1. The Servicer continues to administer and collect the Claim Right in its own name but for the account of the Purchaser, in accordance with the Assignment Agreement. Unless the law requires otherwise, Borrowers are not notified of the assignment.
9.2. The Operator credits payments received from the Servicer for a Claim Right to the Purchaser's Pending Payments in proportion to its share and in the order set out in clause 9.5, after deducting any fees under the Fee Schedule.
9.3. Collateral remains registered in favour of the Loan Originator. By concluding an Assignment Agreement, the Purchaser authorises the Servicer to manage and enforce the Claim Right and any Collateral in its own name and in the Purchaser's interest.
9.4. The Purchaser is not entitled to receive the Borrower's personal data or the Loan Agreement, except where required by law. If a Claim Right is in default, the Purchaser may request documents evidencing the Claim Right to the extent permitted by law.
9.5. Amounts received under a Loan Agreement, including amounts recovered through enforcement of the Claim Right or the Collateral, are applied in the following order: (a) third party collection, enforcement and legal costs; (b) overdue interest; (c) overdue principal; (d) current interest; (e) current principal; (f) default interest and penalties; (g) the Operator's service and collection fees; and (h) any surplus to the Borrower or the Loan Originator, as applicable. Amounts due to the holders of the claims under the Loan Agreement are distributed among them pro rata to their shares. The repurchase price is paid to the Purchaser in full and is not applied under this clause.
10. OBLIGATIONS OF THE USER
10.1. The User must:
(a) provide true, complete and up-to-date information and notify the Operator of any change within five (5) Business Days;
(b) promptly provide any information or documents the Operator requests under its due-diligence obligations;
(c) use only secure devices and connections and take reasonable steps to prevent unauthorised access to its User Profile;
(d) communicate with the Operator only through the contact details published on it.
10.2. The User must not:
(a) contact a Borrower, visit its premises, demand payment from it, or make any claim against a Borrower or any Collateral, except as provided in the Assignment Agreement;
(b) use bots, scrapers or other automated means to access the Platform or collect data from it, or use high-frequency or algorithmic trading techniques;
(c) copy, reproduce, frame, mirror or distribute any content or data from the Platform;
(d) interfere with, circumvent or attempt to gain unauthorised access to the Platform or its security features;
(e) transfer its rights under these Terms of Use to anyone without the Operator's prior written consent.
10.3. The User confirms that it has read and understood these Terms of Use and the Assignment Agreement templates, that it is able to assess the risks of acquiring Claim Rights, and that it understands that it may lose all or part of the Claim Price paid.
11. RISK DISCLOSURE
11.1. Acquiring Claim Rights involves risks, including: (a) credit risk – the Borrower or Loan Originator may fail to pay; (b) liquidity risk – it may not be possible to sell a Claim Right before maturity; (c) currency risk; (d) operational and platform risk; (e) regulatory and tax risk; and (f) the risk of misuse by a Seller or the Servicer, such as the sale of non-existent or disputed Claim Rights, the assignment of the same Claim Right more than once, the diversion of payments from the Borrower or arrangements with the Borrower to the detriment of Purchasers.
11.2. Claim Rights are not deposits and are not covered by any deposit guarantee or investor compensation scheme.
11.3. Past repayment performance is not a reliable indicator of future performance.
12. FEES
12.1. The Operator charges fees as set out in the Fee Schedule. Fees are deducted from the User's Pending Payments when due.
12.2. Bank charges for transfers to or from the User Bank Account are borne by the User.
13. LIABILITY
13.1. The Operator is liable for damage caused to the User by its intentional misconduct or gross negligence, and for direct loss of funds held in the Segregated Account resulting from its breach of these Terms of Use.
13.2. Subject to clause 13.4, the Operator is not liable for:
(a) non-payment or late payment by any Borrower or Loan Originator;
(b) the Claim Price at which a User buys or sells a Claim Right;
(c) losses caused by the User's breach of these Terms of Use or by unauthorised use of the User's credentials before the Operator has blocked access;
(d) interruptions or faults in telecommunications, payment systems or third-party services outside the Operator's control;
(e) losses resulting from a suspension of the User Profile in accordance with these Terms of Use or applicable law.
13.3. Neither party is liable for failure to perform caused by force majeure under the Croatian Civil Obligations Act (Zakon o obveznim odnosima).
13.4. Nothing in these Terms of Use limits or excludes any liability that cannot be limited or excluded under mandatory law, including consumer protection law.
13.5. The User is liable for damage it causes to the Operator, a Loan Originator or a third party through breach of these Terms of Use or unlawful conduct.
14. TAXES
14.1. The User is responsible for determining, declaring and paying any Taxes on income from Claim Rights.
14.2. The Operator does not withhold Taxes on payments to Users unless required by Croatian law. Where the Operator is required to withhold, it will do so and inform the User.
14.3. The Operator may report information about Users and their transactions to tax authorities where required by law, including under DAC and CRS rules.
15. PERSONAL DATA AND CONFIDENTIALITY
15.1. The Operator processes Users' personal data as controller in accordance with Regulation (EU) 2016/679 (GDPR), the Croatian Act on the Implementation of the GDPR and the Operator's Privacy Policy published on the Platform.
15.2. The Operator may share Users' personal data with the Loan Originators (to the extent needed to perform Assignment Agreements), the Verification Provider, its account providers, IT and outsourcing providers, auditors and advisers, and with public authorities where required by law. Transfers outside the EEA take place only with appropriate safeguards under the GDPR.
15.3. The Operator discloses information about a User Profile and transactions only to that User or its authorised representative, except where disclosure is required by law or requested by a competent authority.
16. TERM, SUSPENSION AND TERMINATION
16.1. These Terms of Use apply from the moment the User accepts them on the Platform and continue for an indefinite term.
16.2. The User may close its User Profile at any time by notice through the Platform or to [email protected] provided that it holds no Claim Rights and has no outstanding obligations to the Operator. The Operator then transfers the remaining Pending Payments to the User Bank Account.
16.3. The Operator may terminate these Terms of Use by giving the User thirty (30) days' notice. The Operator may suspend the User Profile or terminate with immediate effect if the User materially breaches these Terms of Use, provides false information, fails to complete due diligence, or where required by law or a competent authority.
16.4. On termination by the Operator, the User may sell its Claim Rights through Secondary Sale or Repurchase where available. Claim Rights not sold remain owned by the User and payments received for them will be transferred to the User Bank Account as they are received.
16.5. Clauses that by their nature are intended to survive termination, including clauses 9, 13, 14, 15 and 18, survive termination.
17. CHANGES TO THESE TERMS OF USE
17.1. The Operator may amend these Terms of Use and the Fee Schedule by notifying Users through the User Profile and by e-mail at least thirty (30) days before the change takes effect. Changes required by law may take effect sooner.
17.2. If the User does not agree to a change, it may terminate these Terms of Use free of charge before the change takes effect. Assignment Agreements already concluded continue to be governed by their own terms.
18. GOVERNING LAW AND DISPUTES
18.1. These Terms of Use are governed by the laws of the Republic of Croatia. Each Assignment Agreement is governed by the law stated in it.
18.2. Complaints may be submitted to the customer service email stated on the Platform. The Operator will respond within fifteen (15) days of receipt.
18.3. The parties will try to resolve any dispute amicably within thirty (30) days. Failing that, disputes will be settled by the competent court in Zagreb, Republic of Croatia.
18.4. If the User is a consumer, it may also bring proceedings in the courts of its place of residence and may use out-of-court dispute resolution bodies, and it retains the protection of the mandatory consumer laws of its country of residence.
19. FINAL PROVISIONS
19.1. All intellectual property rights in the Platform, including its software, design, texts, databases and trademarks, belong to the Operator or its licensors. Users receive only a limited, non-transferable right to use the Platform for its intended purpose.
19.2. If any provision of these Terms of Use is invalid, the remaining provisions remain in force and the invalid provision is replaced by a valid one closest to its purpose.
19.3. These Terms of Use are concluded in English.
19.4. Notices to the User are given through the User Profile or to the e-mail address registered in it. Notices to the Operator are given through the Platform or to [email protected].