Terms and Conditions

The terms govern the opening and use of an account on the website along with the privacy policy published on www.modena.ee (modena.ee/terms/privacy-policy) and other documents concluded between the User and Modena. The terms constitute a legally binding agreement between the User and Modena.

Individuals who are not registered on the website can only view and use parts of the website and cannot use certain services. Such individuals must abide by the Terms, privacy policy, and other terms published on the website.

The terms used in the Terms and Conditions have the following meanings:

Modena means Modena Estonia OÜ (registration code 14820592).

User is a person who uses Modena Services.

Services means the services offered by Modena.

Agreement means an agreement concluded between Modena and the User or Modena, the User, and the seller (a legal entity from whom the User purchases goods/services using Modena Services) regarding the use of Modena Services, under which the User may use the Website and Services.

Parties means Modena and the User together.

Terms means these terms and conditions.

Security Elements are technical means used for User identification and confirmation of their actions, including digital signature certificates (ID card, Smart-ID, Mobile-ID).

Website is https://modena.capital/ or www.modena.ee.

2.1. Services are made available to the User through an appropriate electronic communication channel or the Website, as determined by Modena in the provision of the respective Service.

2.2. The User is responsible for securely maintaining the means necessary for using the Website (passwords, usernames, etc.) such that they do not fall into the possession of third parties.

2.3. Modena provides Services in accordance with the Agreement, Terms, and the terms applicable to the respective service (if any).

2.4. The User confirms that:

2.4.1. they have read and agreed to the Terms;

2.4.2. they are an Estonian citizen or a physical person with a residence permit or right of residence in Estonia or a citizen of an EEA member state or a physical person with a residence permit or right of residence in an EEA member state;

2.4.3. they are not entering into the Agreement under the influence of drugs, alcohol, or other psychotropic substances, nor as a result of error, fraud, threat, and/or violence;

2.4.4. they are fully legally competent;

2.4.5. the data they have provided to Modena during registration on the Website, account creation, and/or conclusion of the Agreement are true, accurate, sufficient, not confidential, and do not infringe the rights and obligations of third parties.

3.1. The User must identify themselves after registration and before signing the Agreement. If required by law, Modena may require the User to re-identify and/or submit additional documents.

3.2. Modena identifies the User digitally using e-identification and e-transaction trust service tools, such as ID card, Mobile-ID, Smart-ID, or a qualified trust service that meets the requirements set out in Regulation (EU) No 910/2014 of the European Parliament and of the Council.

3.3. To comply with legal requirements, Modena may request and the User is obliged to provide any (additional) data and (additional) documents (e.g., a copy of an identity document (double-sided for an ID card), residence, account number, actual beneficiaries, source of funds, etc.). If the User refuses, Modena has the right to limit or cancel the User's access to the Website, return the User's money, etc. The User's refusal to identify themselves or to provide documents and/or data to Modena will be considered a significant breach of the Agreement.

3.4. The User is obliged to do everything possible to ensure the security of the Security Elements and to keep them confidential.

3.5. If the Security Element is lost or stolen, or a third party has obtained or may obtain the Security Elements, the User must immediately notify Modena by phone at +372 660 4144 or by email at info@modena.ee.

3.6. Upon receiving the aforementioned notification from the User, Modena will block the User's access to the Website until the User submits a digitally signed written request to lift the access block.

3.7. Modena may block the User’s access to the Website if Modena becomes aware of circumstances that reasonably suggest that the Security Elements have fallen into another person's hands or the User is using them for fraud.

3.8. The User must ensure correct logout from the Website after each usage session.

4.1. The use of the Service provided through the Website is only permitted after the conclusion of the Agreement. When using the service, it is considered that you agree with the Terms.

4.2. Modena may notify the User of the Agreement's conclusion by email. In such a case, an email will be sent to the email address provided by the User to Modena. Confirmation of the Agreement may be expressed by the User being granted access to the Website. The Agreement, Terms, privacy policy, etc., are always available to the User on the Website.

5.1. Modena provides Services through the Website during Modena's business hours. Modena has the right to provide Services outside of Modena's business hours, if technically possible.

5.2. In providing Services, Modena, among other things:

5.2.1. identifies the User by verifying the Security Elements used to access the Website and Services;

5.2.2. provides the service according to the Agreement;

5.2.3. establishes transaction value limits;

5.2.4. records all User sessions on the Website and, if necessary, uses these recordings to evidence transactions carried out.

5.3. In addition to other obligations set out in the Agreement, the User is obliged to:

5.3.1. use the Services only for purposes set out in the Agreement, in accordance with the Agreement, Terms, and the terms applicable to the respective service (if any);

5.3.2. promptly notify Modena of any difficulties, obstacles, or disturbances in using the Website;

5.3.3. notify Modena by email at info@modena.ee of any changes in the data or information provided in their application or request.

6.1. The Website is made available to the User on an "as is" and "as available" basis.

6.2. Personal data disclosed to Modena during the use of the Website are treated as confidential. The Website uses HTTPS technology to encrypt data between the browser and Modena's server to ensure data security. The User creates an account on the Website by activating a link sent to the email address provided. Access to the User account is granted using a digital signature certificate (including ID card, Mobile-ID, Smart-ID) or a qualified trust service. Data transmitted to third parties use an encrypted communication channel to ensure data security. The Website is hosted in Europe by a service provider that ensures regular backups and meets necessary security requirements, including DDoS protection, web application firewall (WAF), role-based secure account access, multiple custom SSL certificate uploads, and access logs (raw and audit logs).

6.3. The User agrees to use the Website and its content in good faith and reasonably within its usual functionalities only in accordance with the license terms granted by Modena.

6.4. The use of the Website and its content is prohibited for transactions or actions that are contrary to good manners, public order, or legal acts, or for committing fraud.

6.5. If the use of a particular functionality of the Website and/or services provided by Modena requires registration on the Website by entering an email address and/or creating an account on the Website by choosing and confirming a password and/or entering other data on the Website (e.g., submitting an application for concluding contracts, concluding contracts, etc.), and these actions are not carried out and the required data are not provided, it is not possible to use the respective functionalities of the Website and services provided by Modena.

6.6. Modena provides support and assistance by email and, if necessary, by phone for registration on the Website, submission of contract application forms, conclusion and fulfillment of contracts, submission and fulfillment of relevant applications, and creation of a user account on the Website.

6.7. The User may not allow third parties to access their user account.

6.8. Modena has the right to assume that a person accessing the Website using the Security Elements is the person entitled to access the Website via that Security Element.

6.9. The User is responsible for all activities that occur on the Website via their created user account.

6.10. A User may not have more than one user account.

6.11. The User must immediately notify Modena of any unauthorized use of their user account.

7.1. The Parties are liable for breaches of their obligations under the Agreement in accordance with the principles established in the Agreement, considering the exceptions set out in this section.

7.2. Modena is liable for errors or disruptions in the operation of the Website only if they are caused by Modena's actions or omissions.

7.3. If damages arise before the User notifies Modena of the loss or theft of Security Elements or their possession by a third party, the User bears those damages. The User bears all damages if they have intentionally or through gross negligence breached the obligations set out in the Agreement or if there is a fraud on their part.

7.4. When making payments, the User is responsible for using correct payment details (including reference number). Modena is not liable for possible damages or losses resulting from the User's use of incorrect payment details. The User must promptly notify Modena if a payment is not visible on their user account or if an erroneous payment is visible. The User must not use amounts on their user account that other persons may dispute or reclaim (e.g., in case of an erroneous payment). The User is responsible for the legality of transactions related to their user account.

7.5. Modena is not liable for damages caused to the User by the actions or omissions of third parties.

7.6. Modena is exempt from liability for the complete or partial non-fulfillment of the Agreement if the complete or partial non-fulfillment of the Agreement was caused by force majeure.

8.1. The Website and all its content, including text, graphics, images, etc., are protected by copyright and belong to Modena. The User is prohibited from selling, modifying, reproducing, displaying, publicly performing, distributing, creating derivative works, or otherwise using the content of the Website in any way without Modena's prior written consent. The use of the Website's content for any other website or networked website for any purpose is prohibited.

8.2. The User does not acquire any rights to the Website or its content when using the Website and its content.

9.1. Modena makes reasonable efforts to ensure the up-to-dateness, correctness, accuracy, completeness, and reliability of the Website and its content, and the absence of any errors on the Website and its content, but does not confirm that this is the case at all times. Modena also makes reasonable efforts to ensure the operation, availability, and security of the Website but does not confirm that the Website is available at all times or locations, operates without interruptions and errors, and is free from malware. Modena is not liable for any direct or indirect property or non-property damages incurred in these cases.

9.2. Modena has the right at any time to limit access to the Website with prior notice and to close it. Modena is not liable for any direct or indirect property or non-property damages incurred by the User due to the limitation of access to the Website or its closure.

9.3. The Website may contain references to third-party materials and websites.

9.4. References to third-party materials and websites do not mean that Modena confirms or guarantees the relevance, correctness, accuracy, completeness, or reliability of the content of these materials or websites, as well as the uninterrupted and secure operation of these materials and websites, and referencing does not mean that Modena provides any recommendations, confirmations, or guarantees regarding the goods or services offered through these websites. Modena is not liable for any direct or indirect property or nonproperty damages incurred by the User in these cases.

9.5. The Website may contain forward-looking statements, e.g., Modena's forecasts and expectations. These statements are made to the best of Modena's knowledge and belief, but actual results may differ significantly from the forwardlooking statements. Modena is not liable for any direct or indirect property or nonproperty damages incurred by the User in connection with forward-looking statements.

9.6. The Website is liable only for actual damages to the extent permitted by applicable law and otherwise would be liable for the Website.

10.1. The Parties submit all declarations of intent, notices, and claims related to the Agreement at least in a reproducible written form either by email or regular mail if the Agreement does not specify a different form requirement.

10.2. If a notice is sent to the correct contact details of the other Party, the notice is considered delivered:

10.2.1. to the other party's signature, at the time of delivery; or

10.2.2. by registered mail, on the fifth day after posting; or

10.2.3. by email or SMS or through the Self-Service Environment, on the following working day after sending.

10.3. The User must ensure that Modena always has their correct and accurate contact details.

11.1. Modena has the right to unilaterally change the Terms and the price list (if applicable to the Agreement). Modena informs the User of changes to the Terms and the price list through the Website 30 days in advance. Changes take effect after the notification period expires or on a later date published by Modena. Modena does not need to notify the User if prices are lowered.

11.2. Modena does not need to comply with the above period if required by law. Changes take effect from their publication on the Website or on a later date published by Modena.

11.3. If the User does not agree with the notified changes, they have the right to terminate the Agreement by submitting an application to Modena according to the terms set out in the Agreement. The termination of the Agreement is also subject to the terms of the specific Agreement. Otherwise, the User is deemed to have agreed to all changes.

12.1. If the User has a complaint against Modena for breaching the Agreement, they have the right to submit a complaint to Modena by email or regular mail.

12.2. If Modena refuses to satisfy the complaint or does not consider it possible, the user-complainant can seek resolution from the Consumer Disputes Committee operating under the Consumer Protection Board, whose contact details and rules are available at www.tarbijakaitseamet.ee/et/tarbijavaidlustekomisjon, or from another recognized out-of-court dispute resolution body.

12.3. Disputes related to internet-based goods sales, service provision, or other contractual obligations can also be resolved through the online dispute resolution platform at http://ec.europa.eu/consumers/odr/.

12.4. In case of Modena's breach of the Agreement, the damaged party has the right to rely on remedies provided by law, considering the limitations and exclusions of liability set out in the Agreement.