General Terms and Conditions
1. Introduction
These Terms and Conditions are applicable to the use of the Website and can be consulted at all times on the Website under your Account. As an Investor you are also entitled to request that a copy of these Terms and Conditions be provided to you, free of charge, in hard-copy or any other electronic means. The original version is drafted in English. In case of conflict, the English version prevails. By proceeding to register an Account, you as the Investor accept the following Terms and Conditions as contained herein.
These Terms and Conditions are applicable to all users of the Website and shall be applicable to all existing and future transactions between the Crowdfunder, Investor and/or their legal successors, unless otherwise stated in the Agreement(s). The Investor’s terms and conditions shall never be applicable.
If you accept a Proposition, these Terms and Conditions together with the specific Product Terms and Conditions and the Debt Instrument Terms and Conditions you acquire, will be regarded as binding.
2. Definitions
The following terms shall have the meaning referred to below:
2.1 Account shall mean the personal account created by an Investor after registration on the Website in which the details of all your transactions will be reflected. Accounts are sometimes also referred to as wallets.
2.2 Agreement shall mean an agreement concluded between the Crowdfunder and the Investor, concerning the use of the Website and concerning the making of an Investment whereby the Crowdfunder has obtained a power of attorney from the Investee to realise the purchase agreement with regard to the Debt Instrument on behalf of the Investee, between the Investee and Investor.
2.3 Article shall mean an article from these Terms and Conditions.
2.4 Business Day shall mean a day on which banks in the Netherlands are open excluding Saturdays and Sundays.
2.5 Collective Depot shall mean the depot held by Lendahand as referred to in the Dutch Financial Supervision Act (Wet financieel toezicht) and the Dutch Securities Giro transfer Act (Wet giraal effectenverkeer), in which Debt Instruments of a sort have been delivered to the Crowdfunder as intermediary in the sense of the Dutch Law WGE, which depot forms a sequestered capital from the capital of the Crowdfunder. In accordance with the Dutch Law WGE, there is for each sort of Debt Instrument a separate Collective Depot. For purpose of PlusPlus the Collective Depot, licenses and services associated thereto are managed and/or performed by Lendahand, as PlusPlus is a tied agent of Lendahand.
2.6 Crowdfunder shall, depending on which platform you elect to use, either mean:
a) Hands-on B.V., a private company with limited liability, incorporated under the laws of the Netherlands, registered with the Dutch chamber of commerce under number: 55711766, with its statutory seat in Rotterdam, the Netherlands operating under the name Lendahand.
Registered office address: Eendrachtsplein 3 – unit 2A, 3015LA Rotterdam, the Netherlands.
E-mail address: [email protected] VAT number: 851829260B01.
OR
b) AgriCrowd B.V., a private company with limited liability, incorporated under the laws of the Netherlands, registered with the Dutch chamber of commerce under number: 74546244 having its seat of business in Utrecht, the Netherlands operating under the name PlusPlus
Registered office address: ‘t Goylaan 15, 3525 AA Utrecht, the Netherlands. E-mail address: [email protected]
VAT number: 859943239B01
2.7 Debt Instrument shall mean debt instruments as published by Investee on the Website, from time to time, for Investors to invest in. Debt instruments can include amongst other notes, loans, loan participations etc.
2.8 Debt Instrument Terms and Conditions shall mean the terms and conditions of the Debt Instrument belonging to the Proposition as detailed on the Website.
2.9 Dutch Civil Code shall mean the Dutch Civil Code.
2.10 Interest shall mean the part of the interest belonging to the Investor, that is paid by the Investee over the Debt Instrument such as stated in the Debt Instrument Terms and Conditions.
2.11 Interest Date shall mean the first day following the month in which the Debt Instrument has been fully funded, from which date the Debt Instrument will become interest bearing.
2.12 Interest Payment Date shall mean the date(s) on which the Investor is paid Interest in accordance with the Debt Instrument.
2.13 Interest Period shall mean the period as stated in the Debt Instrument.
2.14 Investee shall mean a party, that places a Proposition on the Website and to whom the Investment Amount will transfer to after full subscription of the Proposition and the execution/issuance of the Debt Instrument.
2.15 Investment shall mean the Investment made by the Investor in one or more Debt Instruments.
2.16 Investment Amount shall mean the amount of funding the Investee seeks to raise from the Investors via the Website as detailed in the Investees investment request.
2.17 Investor shall mean a (legal) person that invests via the Website in a Proposition, by means of a Debt Instrument.
2.18 Login Data shall mean your username and password with which you get access to your Account.
2.19 Payment Institution shall mean a party that keeps monies under it in connection with Investments, including the taking into receipt of the Purchase Price for the Investee and the receiving and payment of Interest, if any, and Redemption to the Investor by the Investee and which party has thereto the necessary authority and authorisation.
2.20 Proposition shall mean an Investment opportunity or project that is placed on the Website, of which the proceeds ultimately are meant for the benefit of a specific Investee as described on the Website, to which the Investor may elect to subscribe.
2.21 Publication Date shall mean the date on which a Proposition is published on the Website and is open to Investors for subscription. All Propositions are published on the Website 48 hours prior to the Publication Date to allow Investors the opportunity to read the Proposition.
2.22 Purchase Price shall mean the price to be paid by an Investor to the Investee per Debt Instrument of EUR 50.
2.23 Redemption shall mean an entire or partial repayment on the principal amount of a Debt Instrument.
2.24 Redemption Date shall mean the date on which an Investor receives an entire or partial repayment of the principal amount of a Debt Instrument.
2.25 Registration Date shall mean the date on which an Investor makes a conditional registration on the Website on a chosen Proposition and pays the Purchase Price against the execution/issuance of a Debt Instrument. The registration is conditional because the Investment only goes through and becomes unconditional if the Investment Amount as indicated in the Proposition has been achieved by the collective of the Investors that have registered for the concerned Proposition.
2.26 Restructuring Mandate shall have the meaning assigned to it in Article 7.9.
2.27 Start Date shall mean the date on which the tenor of the Debt Instrument starts. The Start Date is usually the first day following the month in which the Debt Instrument has been fully funded, unless other stated in the Proposition.
2.28 Terms and Conditions shall mean these General Terms and Conditions.
2.29 Website shall, depending on which platform you elect to use, either mean:
a) Lendahand - www.lendahand.com and the Affiliated domain names.
b) PlusPlus - www.plusplus.nl (Dutch) or www.plusplus.org (English) and the Affiliated domain names.
2.30 WGE shall mean Dutch Law Wet giraal effectenverkeer.
3. Registration of an Account by Investor
3.1 In order to Invest in a Proposition you must create and register an Account on the Website.
3.2 Only one Account per natural or legal person can be opened (you can hold an Account as a natural person, even if an Account is registered to a legal person in which you are an ultimate beneficial owner (UBO), employee, member, shareholder, director or the like and visa versa, provided that these Accounts make use of different banking details and e-mail addresses);
3.3 In order to register an Account you are required to provide the following data:
a) your full name (as it appears on your ID and bank account);
b) current address;
c) town of residence;
d) e-mail address;
e) in the case of a natural person, you are required to upload a copy of you ID;
f) in the case of a legal person, you are required to upload a copy of all UBO’s ID’s and a chamber of commerce extract that is not older than 3 months;
g) banking details (we wish to draw your attention to the fact that only one bank account per Investor may register. The Investor must therefore be able to i) effect payment of the Purchase Price from this bank account and ii) receive payments of Redemption and Interest into such bank account. If you use a bank account outside of the Netherlands, you will be required to submit a copy of latest bank statement or effect payment of EUR 0.01 cents in order for the Crowdfunder to verify your banking details); and
f) any other information the Crowdfunder may be required to obtain in accordance with law, regulations and/or on the instruction of the Payment Institution.
3.4 By confirming your Account registration on the Website, you declare that the information provided by you during the Account registration process is true and correct. Should this information change, during the period in which you are registered on the Website, you are required to update your Account details accordingly.
3.5 The Crowdfunder will not be liable for any delays, costs, expenses, losses, damages and/or other consequences which result from the Investors failure to keep its Account details updated.
3.6 The Crowdfunder does not charge any fees for the registration and maintenance of an Investor’s Account, nor will the Crowdfunder be liable for any costs and/or expenses incurred by the Investor during the creation, registration and/or updating of its Account.
4 Account Terms and Condition
4.1 The registration of an Account is subject to the following Terms and Conditions:
a) you are a natural person or legal person;
b) your country of residence (or legal seat as a legal person) and postal address fall within the European Economic Area;
c) you hold an active bank account (IBAN) with a financial institution which is registered and licensed to operate within the European Economic Area (for purposes of PlusPlus the investor must hold a bank account registered within the Netherlands);
d) you are an adult (meaning you are at 18 years or older) and legally capable to act or you are authorised to act on behalf of the legal person;
e) you have never been refused access to a similar website to that of the Crowdfunder or service provider of an information company as referred to in article 3:15d section 3 Dutch Civil Code, on account of imputable shortcomings, illegal acts or omissions; and
f) you have never been convicted of a crime or been involved in any computer crime and/or fraud.
4.2 By confirming your Account registration on the Website, you confirm that you comply with the Terms and Conditions as mentioned in this Article 4.1.
4.3 If at any moment during the period in which you are registered on the Website, you do not comply with the Terms and Conditions as mentioned in Article 4.1, you must immediately notify the Crowdfunder thereof in writing.
4.4 The Crowdfunder will, in its sole discretion, determine whether or not to terminate your Account. In the event that the Crowdfunder elects to terminate your Account, any pending Investment(s) in process, will be finalised prior to your Account being terminated. Once you receive notification of your Account termination, you will no longer be able to conclude any new Investments.
4.5 Your Account is accessible with a personal username and password, chosen by yourself. Your Account is strictly personal, and you are obliged to safeguard your Login Data from third parties.
4.6 You are responsible and liable for all acts and transactions executed via your Account, from the moment your Login Data is completed in the designated space on the Website.
4.7 Once logged in any subsequent activity aimed at the execution of documentation shall be deemed to have been signed by you electronically in accordance with article 3:15a section 4 of the Dutch Civil Code.
4.8 The Crowdfunder reserves the right to call for proof of origin of funds in instances where:
a) an Investor invests more that EUR 50 000 per annum; or
b) any other instance in which the Crowdfunder is obligated by law or by a competent authority.
4.9 You will refrain from communicating directly with the Investee. If you require any further information from or about an Investee, you must communicate such request to the Crowdfunder, who will transmit such request on a reasonable basis.
4.10 The Crowdfunder reserves the right to change these Terms and Conditions without the consent of Investors. All changes to these Terms and Conditions will be made known to Investors by way of e-mail or by prominent announcement on the Website. The Investor explicitly agrees to these Terms and Conditions, and any revision thereof, being sent electronically. Should an Investor regard these changes to be of a material nature or in way prejudice the Investors Investment, the Investor must notify the Crowdfunder thereof within 20 (twenty) Business Days of receipt of the revised Terms and Conditions. Where an Investor objects to the revised Terms and Conditions, the original Terms and Condition will continue to apply for the tenor of the Investors existing Investments. Should the Investor wish to conclude any new Investments, after the receipt of the revised Terms and Conditions, such Investments will be subject to the revised Terms and Conditions.
5. Termination of your Account and/or Agreement(s) and the Effect thereof
5.1 Should you wish to terminate your Account you can do so in accordance with the procedure as published on the Website.
5.2 The Crowdfunder reserves the right to terminate your Account, if:
a) for more than 1 consecutive year you have not made use of your Account or made an Investment;
b) you make use of various Accounts;
c) you do not comply with these Terms and Conditions and/or obligations under the Agreement(s);
d) on account of Force Majeure as referred to in Article 15;
e) you are subject to or have filed an application under the Debt Rescheduling (Natural Persons) Act (Wet schuldsanering natuurlijke personen (Wsnp);
f) you have been granted or filed an application for the suspension of payments;
g) you have been declared or an application has been filed to declare you insolvent or bankrupt; or
h) any other circumstances which comes to the knowledge of the Crowdfunder, after the conclusion of the Agreement(s) or registration of the Investors Account, which gives the Crowdfunder reason to believe that you will not comply with these Terms and Conditions and/or your obligations as contained in the Agreement(s).
5.3 Termination of the Account by either the Crowdfunder or yourself does not automatically result in a termination of these Terms and Conditions or any Agreement(s) concluded, unless otherwise agreed by the Crowdfunder in writing. These Terms and Conditions will continue to
apply for the tenor of your Investment. Further to this you still retain all rights and conditions associated to the Debt Instruments you acquired up to the Redemption Date thereof.
5.4 The Agreement(s) will automatically terminate if one or more of the following circumstances occurs:
a) the Crowdfunder ceases its activities,
b) the Crowdfunder is dissolved,
c) an application for the Crowdfunder’s bankruptcy is file or the Crowdfunder is declared bankruptcy, or
d) the Crowdfunder has been granted of filed for a suspension of payments.
5.5 Termination of the Agreement(s) results in the termination of services that the Crowdfunder provides in accordance with the framework of the Agreement(s). It shall in no way result in the termination of your rights associated to the Debt Instruments which you have acquired and are held in the Collective Depot in accordance with the Dutch Law WGE.
5.6 Under no circumstances will the Crowdfunder be liable for any damages, losses, costs and/or expenses incurred by you as a result of the Crowdfunder terminating your Account and/or the Agreement(s) in accordance with this Article 5.
5.7 The Investor shall indemnify and hold the Crowdfunder harmless against any damages, losses, costs and/or expenses incurred by the Crowdfunder on account of the termination of your Account and/or any Agreement(s).
6. Investing via the Website
6.1 The Crowdfunder allows Investees from time to time to publish Propositions on the Website, to which Investors can subscribe. A Proposition comes into being by an investment request.
6.2 A Proposition contains, amongst others, the following information:
a) the Investees investment proposal;
b) information about the Investee and other enterprise associated thereto;
c) the Investment Amount sought by the Investee;
d) the Interest Rate, if any, the Interest Date as well as the Interest Payment Date;
e) the tenor of the Investment
f) the Redemption Date(s); and
g) the Debt Instrument Terms and Conditions.
6.3 Upon selecting a Proposition and the desired amount of your Investment you will be required to effect payment of the Purchase Price immediately (please note that payments via credit cards are limited to EUR 15 000). The date on which you effect payment will be regarded as the Registration Date.
6.4 The Crowdfunder makes use of a Payment Institution to administer the receipt and payment of funds between the Investor(s) and the Investee. You agree with the General Terms and Conditions of the Payment Institution each time you conclude an Investment via the Website (these Terms and Conditions can be found on the Website under your Account). The Crowdfunder wishes to draw your attention to the fact that the Crowdfunder and Payment Institution can only process a payment after the receipt thereof from the Investee.
6.5 The Payment Institution will thus hold funds for and on behalf of the Investee until such time that the Investment Amount is achieved, and it is instructed by the Crowdfunder to transfer such funds into the Investee’s nominated bank account. Neither the Crowdfunder nor the Payment institution will be liable for any interest and/or costs incurred by the Investor from Registration Date until such date that the Investment Amount is transferred to the Investee.
6.6 You have the right to dissolve an Investment made via the Website within 24 (twenty-four) hours of effecting Payment, in which event the Purchase Price will be deducted from the Investment Amount and returned to your Account.
6.7 A Proposition shall remain open for subscription for a period of 60 (sixty) days, calculated from the Publication Date thereof, on the Website. If during this period, the Investment Amount has been fully subscribed to and the full Investment Amount received from the (various) Investor(s), then the Proposition shall be closed by the Crowdfunder.
6.8 The Investee will then proceed to execute/issue the Debt Instrument in series each correspond with a Proposition. The Debt Instrument forms a contractual relationship between you and the Investee. All Debt Instruments execute/issued in relation to a Proposition are of equal order, without any difference in preference. The Investors are furthermore of equal rank with all present and future creditors of the respective Investee in whose Debt Instruments they have invested, except for preferred creditors and except for the local rules that apply for the concerned Investee.
6.9 The Debt Instruments will be delivered by the Investee to Lendahand who maintains, per sort of Debt Instruments, a Collective Depot as intermediary in accordance with the Dutch Law WGE. The Crowdfunder shall then instruct the Payment Institution to transfer the Investment Amount to the Investee’s nominated bank account in accordance with the agreement concluded between the Crowdfunder and the Investee. The Start Date of the Debt Instrument will then commence.
6.10 In the event that a Propositions Investment Amount is not fully subscribed to withing the period mentioned in Article 6.7 the Crowdfunder can elect to either extend this period or close the Proposition and instruct the Payment Institution to refund the Purchase Price to the relevant Investors Accounts. Neither the Crowdfunder nor the Payment institution will be liable for any interest and/or costs incurred by the Investor from Registration Date until the date on which the Purchase Price is refunded. Further to this there will be no execution/issuance of a Debt Instrument by the Investee.
6. 11 The Crowdfunder reserves the right on its behalf as well as on the behalf of the Investee to refuse an Investment, without statement or reasons, without incurring any liability in respect thereof.
6.12 Unless redeemed earlier, in accordance with the Debt Instrument Terms and Conditions, the Investee will redeem the Debt Instrument on the Redemption Date(s). Redemption takes place each time per Debt Instrument. You may not claim back the amount that you have invested via the Website at any time whatsoever from the Investee, except in accordance with the Debt Instrument Terms and Conditions.
6.13 Interest, if any, at the applicable Interest Rate will commence on the Interest Date and is payable in accordance with the Interest Repayment Date(s) as indicated in the Proposition and Debt Instrument. All payment in respect of Interest and Redemption received by the Payment Institution from the Investee will be paid to the relevant Investor(s) in accordance with Article 6.14. These funds are thus kept for and on behalf of the relevant Investor(s) until transferred to the Investor(s) nominated bank account(s).
6.14 The Investor may elect to:
a) state that the amount administered on its Account must be transferred by the Payment Institution into a bank account nominated by the Investor after receipt thereof from the Investee. The Payment Institution shall endeavour to transfer such amount(s) no later than
1 (one) Business Day after receipt of the funds from the Investee and on instruction of the Crowdfunder; or
b) state that the amount administered on the Account must remain on the Account after receipt thereof by the Payment Institution from the Investee. The Payment Institution will leave such corresponding amounts after receipt thereof in the Account of the Investor, but never any longer than the Payment Institution is legally authorised to retain the funds in the Account. Depending on the Terms and Conditions of the Payment Institution, the Investor can maintain the funds for the benefit of a future investment (via the Website) with the Payment Institution.
6.15 Neither the Crowdfunder nor the Payment Institution will be liable for any interest, loss, costs and/or damages suffered by the Investor on account of any payment delays.
6.16 When the Debt Instrument has been Redeemed and Interest, if any, has been paid in full by the Investee, the Investee will be discharged from its obligations and the Debt Instrument will terminated accordingly.
6.17 Debt Instruments are transferable in compliance with this Article. Debt Instruments are in principle solely issued for sale and trading in the Netherlands. The Crowdfunder, accepts as holder of the Collective Depots, no responsibility or liability regarding a transfer of Debt Instruments outside the Netherlands. The transfer of Debt Instruments requires the co- operation of the Crowdfunder, which cooperation will not be unreasonably withheld. The Crowdfunder shall process the transfer in its administration. The administration costs for the processing of Debt Instruments to be transferred amounts to EUR 0.50 per Debt Instrument for which the buyer of the Debt Instrument will be liable to pay the Crowdfunder prior to the effecting of the transfer thereof. The stipulations in this Article 6.17 are equally applicable to the vesting of a right of lien on the Debt Instrument and on the vesting or delivery of a right of usufruct on the Debt Instrument.
7. The role of the Crowdfunder in your Investments
7.1 The Crowdfunder manages the Website that offers you the possibility to invest in Propositions.
7.2 The Crowdfunder retains the Collective Depot and shall keep all records pertaining to Investments made on the Website. These records include, amongst others, the following information in respect of the Investor:
a) name,
b) address,
c) banking details,
d) the issue date of the Debt Instruments, and
e) the quantity and the numbers of the Debt Instruments held by the Investor.
7.3 Lendahand holds a license as investment enterprise for the execution of activities and the placement of financial instruments upon issue. An exemption has also been granted to Lendahand for the mediation in payable funds.
7.4 Except for proof to the contrary, the administration serves as complete proof.
7.5 If requested, the board of directors of Lendahand, as holder of the Collective Depot, may issue the Investor an excerpt from the administration with regard to his/her right to a Debt Instrument at no additional charge.
7.6 With the exception of the activities mentioned explicitly in the Agreement(s), you as an Investor can make no claim to support or other services from the Crowdfunder in respect of any Investment/s made on the Website.
7.7 The Crowdfunder receives compensation for its services from the Investee in accordance with an agreement concluded between the Crowdfunder and the Investee.
7.8 Where a Proposition includes guarantees, securities, or any other agreement which is established for the benefit of the Investor(s), the Investor(s) provide the Crowdfunder, or any other entity to whom the Crowdfunder delegates such responsibility to, a mandate to conclude and execute such documents for and on behalf of the Investor(s).
7.9 If an event of default has occurred under the Debt Instrument or is likely to occur, the Investors mandate the Crowdfunder (who shall act in both its own name and that of the Investor) to perform any acts, omissions and/or conclude any agreements with the Investee that the Crowdfunder deems necessary to assist the Investee avoid and/or mitigate the event of default (Restructuring Mandate). Without detracting from the generality of the abovementioned provision the Crowdfunder may elect to perform amongst others the following restructuring acts:
(a) consent to write-offs in whole or part;
(b) waive or amend financial covenants,
(c) consent to stand stills or payment holidays,
(d) consent new repayment plans,
(e) waive or amend fees, interest, including penalty interest,
(f) vary tenors
(g) release the Investee of its security obligations
(h) request security or additional security from the Investee and/or
(i) call in the total amount outstanding due by an Investee under all Debt Instruments, together with accrued interest and all other amounts owing thereunder, which will then immediately be due and payable without any notice to the Investee of default or court intervention being required.
7.10 The Crowdfunder shall exercise this Restructuring Mandate in its sole and absolute discretion and shall thus not be required to give notice to or obtain prior approval from the Investors. The Crowdfunder shall, however, ensure that the Investors receive communications in respect of any such restructuring actions taken by the Crowdfunder.
7.11 The Investors have expressly and with full knowledge of the implications, conferred this Restructuring Mandate on the Crowdfunder. The Investors acknowledge that this Restructuring Mandate applies to all Debt Instruments, irrespective of when such Debt Instrument came into existence. For the avoidance of doubt this Restructuring Mandate applies to Debt Instruments issued prior to the date of these Terms and Conditions revision. The Investors agree and confirm that they shall accept all omissions and/or actions taken by the Crowdfunder without demur and that same shall be binding on the Investors, where exercised in good faith. The Crowdfunder shall not be liable for any loss and/or damages sustained by the Investor in respect of any such actions or omissions save, where Investors are able to establish bad faith, fraud or gross negligence on the part of the Crowdfunder.
8. User conditions of the Website
8.1 You warrant that your use of the Website will in no manner whatsoever violate any laws and regulations, international treaties or intellectual property rights of (legal) persons.
8.2 You warrant that you shall use the Website solely for legitimate purposes.
8.3 You shall not use the Website for the placing or passing on of material or information that is libellous, obscene, or in any way infringes any third party rights.
8.4 You will refrain from making derogatory statements about the Crowdfunder and/or the Website.
8.5 You may not place any hyperlinks on the Website, without the prior written consent of the Crowdfunder.
9. Risk and liabilities
9.1 Investors should be aware that the use of the Website and its content is at their own risk.
9.2 The Debt Instruments concern products with a high risk. You are aware of these risks.
9.3 Your Investment does not lead to any form of control in the Investee.
9.4 The Debt Instruments are not convertible and not listed on the stock exchange.
9.5 The credit profile of each Investee and as a result thereof the credit risk associated to the Debt Instrument of the Investee will also differ. The Crowdfunder wishes to draw your attention to the fact that in certain instances (e.g. in the case where an Investee becomes bankrupt, suspends payments or fails to effect payment for any other reason) you can even lose (in part or whole) your Investment.
9.6 The Investee is subject to different legal systems. In the event of a dissolution, bankruptcy or suspension of payments by the Investee; how the Investors of the Debt Instrument issued by the concerned Investee will be treated with regard to other creditors of the Investee can materially deviate from the legal system of the Netherlands. This means that the enforceability of your position as an Investor in a Debt Instrument that has been issued by the concerned Investee is not established directly under the laws of the country of the Investee.
9.7 As an Investor, you are aware that the Investees do not fall under supervision of the Dutch 'Autoriteit Financiële Markten' or the Dutch Central Bank. The total corresponding value of the Debt Instruments which are offered per Investee is less than EUR 5,000,000, calculated over a period of 12 (twelve) months and the Investee is therefore not (while making adequate use of the correct reporting of exemptions (wild-west category as termed by the financial monitor AFM)) subject to the obligation to publish a prospectus in connection with the issue of a Debt Instrument. The maximum of EUR 5,000,000 per Investee may be raised in the future if it is legally permitted.
9.8 The Crowdfunder makes no warranty or representation (express or implied) that the Website will meet the Investors requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, free of any defects and/or faults, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate.
9.9 No part of the Website is intended to constitute advice, and the content thereof should not be relied upon when making any decisions or taking any action of any kind.
9.10 The Crowdfunder makes no guarantee of any specific results from the use of the Website.
9.11 The Crowdfunder does not warrant that you shall achieve any benefit from your Investment.
9.12 The content of the Proposition as it appears on the Website, has been composed with the greatest possible care, however, this information originates from third parties for which the Crowdfunder accepts no responsibility and/or liability whatsoever.
9.13 Where the Website makes use of hyperlinks to other internet sites such links are for information purposes only and the Crowdfunder is thus not responsible and/or liable for the content of these sites.
9.14 The Crowdfunder will not be liable for errors, incorrect information, misunderstandings, delays or failure to communicate messages as a consequence of the use of the Internet or any other (electronic) means of communication in the exchange between the Investor and the Crowdfunder and between the Investee and the Crowdfunder.
9.15 The Crowdfunder has taken the necessary precautions to ensure that Investors can pay safely via the Crowdfunder’s Website. The effecting of payments, however, is a service that is executed by a third party (namely the Payment Institution) for which the Crowdfunder bears and accepts no responsibility and/or liability whatsoever.
9.16 The Crowdfunder accepts no liability for any disruption, delay or availability of the Website resulting from internal or external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure and /or maintenance.
9.17 The Crowdfunder accepts no liability whatsoever for any costs, expenses, losses and/or damages you many incur as consequence of incorrect and/or incomplete data provided by you.
9.18 The Crowdfunder accepts no liability whatsoever for any costs, expenses, losses, liabilities, actions, claims, damages and any other liability of whatsoever nature incurred by either the Investee or Investor as a consequence of any act or omission on the part of the Crowdfunder.
9.19 In the event that the Crowdfunder, for reason whatsoever, is required to compensate the Investor or Investee for any costs, expenses, losses and/or damages incurred, such compensation shall never exceed the amount of the concerned Investment.
9.20 The Crowdfunder shall furthermore never be liable for consequential or indirect damages including amongst others loss of profit or turn-over.
9.21 The limitations of the liability of the Crowdfunder as contained in this Article shall not apply in instance where the Crowdfunder or its directors are found to be grossly negligent or in instances where the law objects thereto.
9.22 The Investor indemnifies the Crowdfunder, its directors, consultants and employees against any and all claims, actions, costs, losses, damage and /or any other liability incurred by the Crowdfunder, its directors, consultants and employees on account of any breach by the Investor of its obligations on the basis of the Agreement(s) and/or these Terms and Conditions, insofar the law does not object thereto.
10. Costs, taxes and levies
10.1 Unless otherwise agreed in an Agreement or in these Terms and Conditions, all costs related to the administration and the execution/issuing of any Debt Instrument are for the account of the Crowdfunder.
10.2 All taxes, levies and such – under whichever name and levied by whoever – that concern the relation between the Investor and the Crowdfunder, will be for the Investors own account, unless otherwise agreed between the Investor and the Crowdfunder in writing or stipulations of mandatory law prescribe otherwise. As an Investor, you are personally responsible for the tax return with regard to your Investment.
10.3 The Crowdfunder is obligated, under fiscal law, to send information regarding outstanding amounts to the tax authority every January. In order for the Crowdfunder to fulfil this obligation, the Investor is required to supply the Crowdfunder with his/her BSN number. Please note that the Crowdfunder does not process the Investor’s BSN number for validation purposes and thus requests Investors to ensure the accuracy of such information provided.
11. Protection intellectual property
11.1 The information, text, images, photos and illustrations on the Website and the design of the Website, are protected on the basis of the Dutch laws Auteurswet, Databankenwet and other applicable legislation. Except in cases where the law provides or you have obtained the prior written consent of the Crowdfunder, you may not copy (including “framing”) any information, text, images, photos, illustrations and/or designs from the Website, nor may you make such information available to third parties. The request for and viewing of data and the making of prints for own individual use is permitted within the limits stated in the applicable legislation.
11.2 The information, text, images, photos and illustrations that have been made available by the Investee shall at all times remain the intellectual property of the Investee.
11.3 The word and image brands on the Website belong to the Crowdfunder. It is not permitted to put one or more of these brands and logos on your own site or to use it otherwise without prior permission of the Crowdfunder.
12. Privacy and personal data
12.1 The Crowdfunder is bound by the data protection directive GDPR when collecting and/or processing personal data. Personal data is data with which you can directly or indirectly be identified, such as your name, address, date of birth, phone number, and e-mail address.
12.2 The Crowdfunder furthermore has a privacy policy under which it processes and uses personal data in accordance with current legislation and regulations (the data protection directive GDPR and telecom legislation ‘Telecommunicatiewet’).
12.3 The Crowdfunder collects personal data when you leave your e-mail address on the Website and/or you register as an Investor. In addition, the Website makes use of cookies, as described in Article 13. The Crowdfunder does not collect any more personal data than is necessary for the relevant component of the services provided.
12.4 The Crowdfunder uses this information to:
a) to implement the provision of services (contract),
b) for marketing purposes (legitimate interest),
c) to be able to comply with legal obligations (e.g. with an eye on countering terrorism and to prevent money laundering), and/or
d) for any other purposes it deems necessary with your permission (consent).
12.5 The Crowdfunder uses your personal data exclusively in accordance with the purposes described in these Terms and Conditions and does its utmost to protect your personal data.
12.6 The Crowdfunder retains your personal data no longer than is necessary to be able to implement the provision of its services and to be able to comply with its legal obligations. The retention period of the various categories of personal data has been established by the executives of Crowdfunder in the Crowdfunder’s privacy policy.
12.7 You have various rights with regards to your personal data which is collected and processed by The Crowdfunder. You have the right, for example, to information, the right of perusal, the
right to limit the processing, the right of data portability, the right to object, the right of rectification and deletion of personal data. You can find more information about these rights on the website of the data protection agency ‘Autoriteit Persoonsgegevens’ (https://autoriteitpersoonsgegevens.nl).
12.8 The Crowdfunder shall not sell or otherwise make available your personal data to anybody without your prior consent. The Crowdfunder reserves the right to make personal data available without your prior consent in instances where it is required to do so by law or if it is necessary in order to comply with a lawful obligation.
12.9 If you state at the conclusion of the Agreement to agree that the Crowdfunder uses your information for placement on the Website, then the Crowdfunder shall, after each Investment made by you, place your name, gender (optional)and photo on its Website. If you at any moment no longer wish to have this information published on the Website, then you can modify this via your Account settings on the Website in which event the Crowdfunder shall remove your data within 2 (two) Business Days from the Website.
12.10 The Crowdfunder protects your personal data with security measures that meet relevant standards, including physical, organisational and technical measures that are meant to protect your personal data against loss, theft, unauthorised access, disclosure, multiplication, use or changes.
12.11 The Crowdfunder wishes to emphasise that the sending of personal data per internet connection at all times bears risks. You are personally responsible for the security of the internet connection used by you.
12.12 The Crowdfunder reserves the right to unilaterally introduce changes to the provisions, policies and documentation mentioned in this Article in order to ensure that it complies with laws and regulations at all times. We therefor request that you review these Terms and Conditions frequently, so that you are aware of any changes.
12.13 If the Crowdfunder introduces a substantial change in the manner in which it processes your personal data, then the Crowdfunder shall warn you by a prominent announcement on the Website and/or by means of e-mail.
13. Use of Cookies and Marketing
13.1 The Website makes use of cookies. Cookies are small pieces of information that are stored by the browser on your computer. Cookies can be used for varying purposes, for example to remember your setting, or they may be analytical cookies with which visits to the Website are measured, or they may be applied for marketing purposes and social media.
13.2 You decide what kind of cookies you want to accept and you are free to subsequently change these settings on the Website.
13.3 After you have registered on the Website, the Crowdfunder can inform you by way of e-mail of any information relating to products and/or services. Each e-mail sent within the framework of direct marketing activities, will offer you the option to indicate if you wish to stop receiving such e-mails.
14. Document Retention
14.1 These Terms and Conditions are published on the Website. Upon request, the Crowdfunder shall make these Terms and Conditions available to you electronically by means of an e-mail. You are responsible for the storing and printing of the Terms and Conditions. You are also responsible for the accessibility of the stored copies.
14.2 The Crowdfunder will retain all Agreements in accordance with the applicable document retention legislation, however, these archives may not always be accessible to you.
15. Force Majeure
15.1 In case of Force Majeure, the Crowdfunder is entitled to suspend services and/or obligations towards you as an Investor in part or whole. Such services and/or obligations shall remain suspended for the duration of the Force Majeure or the Crowdfunder may elect to terminate such service.
15.2 Under Force Majeure will be understood all circumstance independent of, or beyond the will and/or control of the Crowdfunder for example: strikes, war, energy disruptions, fire, the refusal, suspension or termination of any permit and/licence required for Crowdfunder’s operations, disruptions in (telecommunication) network or connection or used communication systems.
16. General stipulations
16.1 All communications must be made in writing in either Dutch or English and may only be handed over personally, be sent per registered mail, courier, fax or e-mail to such addresses and fax numbers which the Crowdfunder and you as Investor have informed each other of from time to time.
16.2 A notification is considered to be effective as soon as it is received and is deemed to have been received on the moment of handing (if handed over personally, sent by registered mail or courier) or on the moment of successful sending (if sent per fax or e-mail).
16.3 In case of a merger, acquisition or dissolution of the Crowdfunder, the legal successors of the Crowdfunder can independently exercise all rights and authorities under the Agreement(s) and/or these Terms and Condition and shall comply with all obligations of the Crowdfunder. The Crowdfunder can transfer the legal relation with the Investor and the rights, obligations and additional right that belong thereto (in whole or in part) to a third party. By accepting these Terms and Conditions you are deemed to have given prior consent to such transactions.
16.4 An Investor cannot transfer its rights and/or obligations under the Agreement(s) and/or these Terms and Conditions to a third party without the prior written consent of the Crowdfunder.
16.5 Any illegal or unenforceable provision contained in these Terms and Conditions may be severed and the remaining provisions shall continue in force.
17. Complaints, disputes, choice of law and court
17.1 If you are not satisfied with the Crowdfunder’s services, we request that you formally notify us thereof (contact details for the Crowdfunder can be found under Article 2.6). If we do not resolve your complaint to your satisfaction, you may refer such compliant to the Klachteninstituut Financiële Dienstverlening (KiFID).
17.2 These Terms and Conditions are regulated by the Laws of the Netherlands. All disputes in connection with or further to these Terms and Conditions shall in the first instance be resolved by the District Court in Rotterdam or in Utrecht.