General Terms and Conditions of Innovestment GmbH
for the platform www.innovestment.eu

Innovestment GmbH, Friedrichstraße 68, 10117 Berlin, Germany ("Innovestment") operates an internet service platform ("Platform") under the domain www.innovestment.eu, on which companies can raise capital and registered users ("Investors") can conduct transactions in investments. The capital is raised by means of web-based brokerage of investments to investors on the platform by way of electronic business transactions.

A. General conditions for the use of the platform

1. Scope of application; subject matter of the contract

1.1 Unless otherwise expressly stipulated in individual cases, the entire business relationship between the investor and Innovestment, in particular the use of the platform by the investor as well as the provision of services and web-based investment brokerage by Innovestment, is exclusively subject to these General Terms and Conditions (“GTC” - according to German law  the German version holds president: "allgemeine Geschäftsbedingungen - AGB"). Deviating, conflicting or supplementary general terms and conditions shall only become part of the contract if and insofar as Innovestment has expressly agreed to their validity in text form. The data protection information applicable to the use of the platform is contained in a separate document ("privacy policy"), which can be accessed on the platform at www.innovestment.eu/en/data-protection-declaration

1.2 Innovestment offers capital-seeking companies ("companies") the opportunity to apply for a financing round on the platform and, following admission by Innovestment, to set up an offer profile for the purpose of raising capital and to make company information available to investors there. The raising of capital takes place through the initial issue and offer of  assets on the platform ("issue") by the respective issuer ("issuer"). The investments issued within the framework of an issue are distributed by Innovestment exclusively by way of investment brokerage without the need for advice.

1.3 The legal relationship between the investors and the respective issuer on which the investments are based is not the subject of these GTC. Rather, the contractual terms and conditions of the issuer made available on the platform within the framework of an issue are decisive for this legal relationship. Innovestment does not become a party to the contracts concluded between investors and an issuer.

1.4 The offer of Innovestment is exclusively aimed at investors who have sufficient knowledge and experience to understand the risks associated with the investments offered on the platform and to make investment decisions on their own responsibility. The offer of Innovestment is aimed at the German market and does not address persons who have their business or residence outside the Federal Republic of Germany or who are subject to corporate income tax or income tax there.

1.5 The GTC are subdivided into the GTC for the Use of the Platform set out in Clauses 1 to 13 under Letter A, as well as the supplementary regulations in connection with the Extended Usage Options (as defined in Clause 2.3) of the Platform set out in Clause B, as well as the regulations in connection with the Premium Services (as defined in Clause 2.4) set out in Clause C, as defined in Clause 23 to 28.

2. Services offered

2.1 Innovestment essentially provides the following services to investors on the platform:

  • Access to information on the companies seeking capital;
  • Access to information about the investments offered on the platform and the respective issuer;
  • Mediation of transactions concerning the acquisition of investments;
  • Access to a user account ("investment account") in which information, notices, declarations and announcements as well as documents relating to transactions in investments concluded on the platform ("investments") can be accessed.

2.2 The specific content and scope of the services listed in Section 2.1 are determined by these GTC and otherwise by the functionalities currently available on the platform.

2.3 For the use of the services mentioned in section 2.1 by investors ("extended usage options"), the "Supplementary Provisions in Connection with the Extended Usage Options" regulated in sections 14 to 22 shall also apply.

2.4 Innovestment offers investors the opportunity to take advantage of additional functionalities on the platform within the framework of the premium services subject to a fee ("Innovestment Premium") in the form of a continuous user contract. The scope of services of the Premium Services results from the service description in the version valid at the time of conclusion of the contract. The "Conditions for Premium Services" regulated in clauses 23 to 28 apply additionally to the Premium Services.

3. General requirements for the use of the platform

3.1 An Internet-capable terminal device and an active Internet connection are required to use the platform, in particular to take advantage of the extended usage options (e.g. conclusion of transactions in investments). Access to the platform and use of the services offered on it is only possible via an Internet browser.

3.2 For full use of the services offered on the platform, a free registration on the platform and the conclusion of a platform usage and investment brokerage framework agreement with Innovestment is required. There is no claim to registration or conclusion of a platform usage and investment brokerage framework agreement.

3.3 Innovestment is required by law to obtain information on the knowledge and experience of investors with regard to transactions with certain types of financial assets prior to the first investment mediation. In addition, Innovestment must check, on the basis of a self-disclosure to be provided on the platform by investors, whether the total amount of the investments of the same issuer that can be acquired by an investor does not exceed the applicable legal maximum amounts. In order to be able to carry out transactions in investments on the platform, investors must therefore provide complete and truthful information in the self-disclosure. Further details are regulated in section 16.

3.4 In individual cases, access to information and documents or the possibility of entering into transactions in certain investments may be subject to further conditions or specific restrictions due to the requirements of a company. Investors will be informed separately about this on the platform.

3.5 The use of the platform as well as the content (in particular company information) and available services that can be called up on the platform may only be used within the applicable laws and exclusively for the purpose of evaluating and executing transactions in investments in accordance with these GTC.

4. Registration; conclusion of a platform usage and investment brokerage framework agreement; investment account

4.1 Registration on the platform and the associated conclusion of a platform usage and investment brokerage framework agreement with Innovestment is only permitted in the investor's own name and for the investor's own account. Registration is only permitted to the following persons:

  • natural persons with unlimited legal capacity;
  • legal entities; and
  • partnerships with legal capacity.

Especially underage natural persons are not allowed to register. Multiple registrations are not permitted. In the case of a legal entity or partnership, registration must be made by a natural person with unlimited legal capacity and power of representation. Proof of the power of representation must be provided upon request by Innovestment.

4.2 Registration is only possible online using the form mask provided for this purpose on the platform ("registration form"). In the registration form, Innovestment requests certain information about the investors in fulfilment of legal obligations. The registration form must therefore be filled out completely and truthfully for the purpose of registration.

Upon registration, a personal access password must be selected with which the respective investor can log into the investment account set up on the platform after registration (access password and the investor's e-mail address provided upon registration, together called "access data").

By clicking on the "register" button contained in the registration form, a binding offer is made to Innovestment for the conclusion of a platform usage and investment brokerage framework agreement in accordance with the GTC. After sending the registration form, the user will receive an e-mail from Innovestment with a confirmation link. This e-mail does not constitute a declaration of acceptance on the part of Innovestment. Only after clicking on the confirmation link and the subsequent activation of the investment account by Innovestment does a platform usage and investment brokerage framework agreement with Innovestment come into effect in accordance with the GTC.

4.3 Investors must truthfully complete or supplement the information deposited in the investment account at the latest before making use of the Extended Usage Options, insofar as Innovestment is obliged to collect and store corresponding information for legal reasons (e.g. under the Money Laundering Act or the Financial Investment Brokerage Ordinance).

5. Remuneration

5.1 Innovestment does not charge investors any fees for registration on the platform or for its use by investors.

5.2 The use of the Premium Services is subject to a charge. Further details are regulated in Section 26.

6. Access data; investment account

6.1 The investment accounts set up on the platform are not transferable. Passing on the access data or otherwise permitting or enabling the use of the investment account by third parties is not permitted.

6.2 The investor must keep the access data to the investment account secret, store them securely and protect them from unauthorised access by third parties. If unauthorised third parties have gained access to the access data or otherwise gained access to an investor's investment account, the investor must inform Innovestment immediately upon becoming aware of this. Furthermore, in this case the investor is obliged to change the access password in the investment account without delay. This applies in particular if there are indications of misuse of the investment account (e.g. unauthorized conclusion of transactions in investments).

6.3 The investor must ensure that the data deposited in the investment account is always current and accurate. In the event of changes or inaccuracies in the data deposited, the investor must update or correct the data immediately and without being asked. In principle, the information in the investment account can be updated or corrected. In the event that it is not possible to update or correct the information in the investment account (e.g. if the name or date of birth is changed), the investor must send the updated or corrected information without delay and without being requested to do so by e-mail to [email protected], enclosing the relevant documentation (e.g. marriage certificate). Until such time as a change or correction is made, the data stored in the investment account or last verifiably communicated to Innovestment in text form shall remain authoritative.

In particular in the event that the deposited e-mail address is incorrect, there is a risk that the investor may not receive important notices, declarations or information (e.g. on investments) or may not receive them in a timely manner.

6.4 Any obligations of investors to update data from a contract concluded on the platform with an issuer remain unaffected and must be observed by investors.

7. Blocking and deletion of user accounts

7.1 Innovestment is entitled at its reasonable discretion to (i) temporarily or permanently block the investment account of an investor or (ii) delete it,

  • if an investor has violated the provision of Clause 3.5 or there are concrete indications that such a violation is to be expected;
  • if an investor provides incorrect information when registering, in the investment account or in a self-disclosure;
  • if an investor does not register on the platform in his own name and for his own account, or registers more than once on the platform
  • in the event of misuse, unauthorised or fraudulent use of the investment account or if there are concrete indications that such use is to be feared (in particular in the event of loss of access data, unauthorised or fraudulent conclusion of transactions in investment accounts and repeated breaches of payment obligations to issuers)
  • if an investor has allowed or in any other way deliberately enabled an unauthorised third party to use the investment account or access data;
  • if circumstances exist which would entitle Innovestment to an extraordinary termination.

7.2 When deciding on measures in accordance with Section 7.1, Innovestment shall take appropriate account of the legitimate interests of the affected investor. Instead of blocking or deleting the investment account completely, Innovestment is entitled, but not obliged, to block the investment account temporarily or permanently only for certain services or areas available on the platform, in particular to restrict or exclude the possibility of the affected investor to conclude further transactions in investments on the platform.

7.3 Innovestment shall inform the investor of a measure in the sense of this clause 7 by e-mail, if possible in advance. This does not apply insofar as prior notification would make the clarification of the facts or the enforcement of rights and claims of third parties or Innovestment more than insignificantly more difficult or thwart such clarification or enforcement; the same applies if prior notification is contrary to legal provisions, the interests of third parties or security aspects. In these cases Innovestment is also not obliged to disclose the reasons for a measure in the sense of this Clause 7 to the affected investor.

7.4 In the event of a temporary blocking or usage restriction of an investment account, Innovestment will reactivate the access authorization of the affected investor after the reason(s) for the blocking has/have ceased to exist and will notify the investor of this by email.

8. Liability of Innovestment

8.1 Subject to the further provisions of this clause 8, the liability of Innovestment, its legal representatives, executives, employees or other vicarious agents is limited to intent and gross negligence. However, in the case of debtor's default by Innovestment or the impossibility of performance for which Innovestment is responsible as well as the violation of essential contractual obligations (cardinal obligations), Innovestment is liable for any culpable behaviour of its legal representatives, executives, employees or other vicarious agents. Material contractual obligations are abstractly defined as those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the investors can regularly rely.

8.2 Except in cases of intent or gross negligence on the part of Innovestment, its legal representatives, executives, employees or other vicarious agents, liability is limited to the amount of damages typically foreseeable at the time of contract conclusion.

8.3 The exclusions and limitations of liability regulated in the above clauses 8.1 and 8.2 shall not apply in the case of the assumption of express guarantees, in the case of claims due to the lack of warranted characteristics and for damages resulting from injury to life, body or health. The limitations of liability regulated in number 8.2 do not apply in the case of a debtor's default of Innovestment for claims for default interest, for the default lump sum according to § 288 para. 5 German Civil Code (Bürgerliches Gesetzbuch - BGB) as well as for compensation for the damage caused by default, which is based on legal costs.

8.4 Innovestment's liability due to mandatory legal regulations, especially in the case of intent and according to the Product Liability Act, remains unaffected.

9. Term and termination

9.1 The business relationship with Innovestment entered into in accordance with these GTC and individual business relationships between Innovestment and investors resulting from this (e.g. the Platform Utilization and Investment Brokerage Framework Agreement) are concluded for an indefinite period of time.

9.2 The entire business relationship with Innovestment and individual resulting business relationships between Innovestment and investors (e.g. the Platform Utilization and Investment Brokerage Framework Agreement) may be terminated with a notice period of two (2) weeks to the end of the month. The right to extraordinary termination for good cause remains unaffected.

9.3 If an investor terminates the entire business relationship with Innovestment or the Platform Usage and Investment Brokerage Master Agreement, the Premium Contract (as defined in Section 25.1) shall also end. This also applies during the term of the Premium Contract. In this case, there will be no refund of the fee paid for the Premium Services as defined in Clause 26.

9.4 A good cause entitling Innovestment to extraordinary termination is given in particular if an investor

  • has infringed the provision of point 3.5 or if such an infringement is to be feared on the basis of concrete evidence;
  • provides incorrect information during registration, in the investment account or a self-disclosure.

9.5 Any notice of termination must be in text form within the meaning of § 126b BGB and may be given by e-mail, for example. Notices of termination by investors should be sent to [email protected] or to Innovestment's current contact details. Innovestment's current contact details can be found in the imprint on the platform (www.innovestment.eu/en/legal-notice). Alternatively, the termination can also be made via the investor's investment account on the platform.

9.6 After a termination becomes effective, the investment account of the terminating investor is irrevocably deleted. The contracts underlying the investments of the terminating investor remain unaffected by a termination of the entire business relationship or individual business relationships between Innovestment and the investor.

9.7 Insofar as Innovestment has terminated the entire business relationship or individual business relationships resulting from it with an investor for good cause, which lies in the person of the investor or for which the investor is responsible, the investor concerned is prohibited from re-registering on the platform. This applies in particular to registration under a different name or another company/business name.

10. Property rights

The platform, including the web layout, source codes, software as well as the content available on the platform (e.g. videos, images, graphics, text and files) ("protected content") may be subject to property rights, (industrial) property rights (e.g. trademark and copyright) and other rights of Innovestment or the respective author, creator, producer or other rights holder who has provided such Protected Content. Unless otherwise expressly agreed or regulated by law, protected content may only be used in accordance with these GTC. Any complete or partial reproduction, modification, removal or redesign of protected content requires the prior written consent of the respective rights holder. The legal regulations on permitted use (e.g. reproduction for private and other personal use within the meaning of the Copyright Act) remain unaffected.

11. Amendments to the general terms and conditions

Innovestment is entitled to amend or supplement these GTC with effect for the future, insofar as this is necessary to eliminate equivalence disorders that have occurred subsequently or to adapt to changed legal or technical conditions and is not unreasonable for investors. Innovestment will inform the investors of any amendment or supplement to the GTC with a reasonable period of notice in advance by e-mail, stating the content of the amended or new regulations. The amended or new regulations become part of the contract if the investor does not object to the inclusion of the amended or new regulations in the contractual relationship with Innovestment in text form (e.g. e-mail) within six (6) weeks of receipt of the e-mail informing about the amendments or additions. If an investor does not object to the validity of the amended or new regulations within six (6) weeks of receipt of the e-mail informing him/her of the amendments or additions, the amended or new regulations shall be deemed accepted in relation to the investor. Innovestment will inform the investors of the significance of this six-week period separately and in a suitable form in the e-mail informing them of the amendment or supplement to the GTC and containing the amended or new regulations.

12. Data protection

All personal data will of course be treated in accordance with the applicable legal requirements for data protection. Further details are described in the separate data protection declaration.

13. Applicable law; place of jurisdiction; notices; assignments; severability clause

13.1 The contracts concluded between Innovestment and the investor in accordance with these GTC are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 If investors who are consumers in the sense of § 13 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) do not have a general place of jurisdiction in Germany or in another EU member state or transfer their permanent residence abroad after these GTC have come into effect or if their residence or usual place of abode is not known at the time of filing a lawsuit, the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship with Innovestment is the registered office of Innovestment, unless an exclusive legal place of jurisdiction exists. For investors who are either merchants in the sense of the German Commercial Code (Handelsgesetzbuches - HGB), legal entities under public law or special funds under public law, the exclusive - also international - place of jurisdiction for all disputes arising from or in connection with the business relationship with Innovestment is the registered office of Innovestment, unless an exclusive legal place of jurisdiction exists. In all other respects, the statutory places of jurisdiction apply.

13.3 The contract language is German. In the event of differing interpretations of the texts of these GTC provided by Innovestment in German and English, the German version shall prevail. The respective text of the contract will be sent to the investor by e-mail and can thus be saved or printed out by the investor.

13.4 Unless otherwise expressly regulated in these GTC or prescribed by mandatory legal regulations, all notifications and declarations shall be sent by e-mail. Until the investor notifies Innovestment of a change or correction to the contact data stored in the investment account, Innovestment is entitled to send notifications and declarations to the contact data (in particular e-mail address) last stored in the investment account or which Innovestment can prove to have been last notified. Innovestment reserves the right to make changes to the contact data of Innovestment. The current contact data of Innovestment can be found in the imprint on the platform www.innovestment.eu/impressum.

13.5 All communication between Innovestment and investors in connection with the business relationship or individual resulting business relationships with Innovestment shall only take place in electronic form using remote communication media, unless otherwise stated in these GTC. The contractual language is German. Notices, declarations, information and documents in connection with the platform or the attachments are generally only sent to investors in text form using means of remote communication. Upon request, Innovestment will also send notices, declarations, information and documents in paper form if there is a legal obligation to do so.

13.6 The assignment of claims from or in connection with this contractual relationship is only permitted with the prior consent of Innovestment.

13.7 If a provision of these GTC should be or become invalid or unenforceable in whole or in part for reasons other than those stated in §§ 305-310 BGB, the validity of the remaining provisions of these GTC shall remain unaffected, unless, taking into account the following provision, the execution of the contract represents an unreasonable hardship for one party. § 306 BGB remains unaffected. In place of the invalid or unenforceable provision, the parties undertake to agree on a valid and enforceable provision which comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to the supplementary interpretation of the contract or any existing loopholes in the contract.

 

B.  SUPPLEMENTARY PROVISIONS IN CONNECTION WITH THE EXTENDED POSSIBILITIES OF USE

14. Scope of application of the provisions of section B of the GTC

In addition to the general terms and conditions for the use of the platform regulated in Section A of these General Terms and Conditions, the provisions of this Section B shall apply to the use of the Extended Usage Options.

15. Services provided by Innovestment in connection with the extended usage possibilities

15.1 Within the scope of the Extended Usage Options, Innovestment offers the investor the opportunity to use the software during the contract period in accordance with these GTC,

  • to obtain information about companies and the investments offered on the platform, in particular to retrieve the information and documents provided in connection with an issue
  • to have transactions concerning the acquisition or sale of assets brokered by Innovestment;
  • Use the investment account on the platform and access information, announcements and documents relating to the investments stored there.

15.2 Innovestment shall not act as a legal representative for either party when concluding transactions in investments on the platform, nor shall Innovestment have any scope of decision regarding the conclusion of transactions in investments. Rather, Innovestment offers the technical infrastructure with the platform to act as a messenger and forward electronically to the respective issuer investors' declarations of intent to conclude investment transactions. Innovestment is not involved in the execution of the concluded transactions in investments, nor does Innovestment become a party to the contracts concluded between the investors and an issuer for an investment. Innovestment has no influence on the content and scope of data, information and other information that a company or an issuer provides to an investor on a case-by-case basis, in particular (e.g. after an investor contacts Innovestment) before, during or after the conclusion of an investment transaction.

15.3 Innovestment does not examine whether an investment in general or in individual cases is suitable or economically reasonable for the investors. In particular, Innovestment does not examine whether an investment meets the respective investment objectives of the investors or whether the investment risks are financially viable in accordance with the investment objectives. There is therefore a risk that the acquisition of an investment offered on the platform is unsuitable for individual investors in general or in individual cases; this applies in particular in the case of debt financing of transactions in investments. The assessment of the investment opportunities presented on the platform and the investment decision must be made by the investors on their own responsibility.

15.4 Innovestment has no influence on the concrete conditions of the issues processed on the platform, offered investment opportunities and investments; rather, the conditions of an issue and the offered investments are determined by the respective company.

15.5 The acquisition of investments by investors is exclusively free of advice. Innovestment does not offer the investor any investment advice or any other advice in connection with transactions in investments on the platform. Neither does the creation and provision of an investment account on the platform nor the mediation of transactions in investments on the platform by Innovestment constitute an offer or the acceptance of an offer to conclude an information or consulting contract by Innovestment. The investment opportunities presented on the platform do not constitute an investment or other recommendation for action by Innovestment.

16. Conditions for the use of the extended use options

16.1 In addition to the conditions set out in sections 3 and 4, the following provisions shall apply to the use of the Extended Usage Options.

16.2 Investors must truthfully complete their investment account at the latest before the first investment brokerage on the platform. In particular, investors must supplement the investor-specific information requested in the investment account that is required to assess the appropriateness of the financial investment. This is information with regard to the knowledge and experience of investors required to make an appropriate assessment of the risks associated with the type of financial investment, in particular with regard to (i) the types of financial investments with which an investor is familiar, (ii) the type, scope, frequency and period of past transactions of an investor with financial investments, (iii) education and current and relevant past professional activities of an investor. To the extent required by law, investors must provide a self-assessment of their average monthly net income or disposable assets in the form of bank deposits and financial instruments prior to an investment brokerage on the Platform.

16.3 In the event of further investment brokering on the platform, investors must update the information provided in the investment account in the event of changes that have occurred in the meantime. Irrespective of this, Innovestment will ask investors at regular intervals to update the information provided in the investment account, if necessary.

16.4 Completing or updating the details in the investment account and providing Innovestment with a self-disclosure is only possible on the platform using the web form provided for this purpose.

16.5 In individual cases, particularly in the case of so-called private placements, access to certain offers or (company) information as well as the conclusion of transactions in certain investments may be subject to further conditions or restrictions due to the requirements of a company. In particular, in such cases, a separate activation or invitation of the investor by the respective company or Innovestment may be required for access to information and documents on the platform or for the possibility to conclude transactions in investments. Investors will be informed about this on the platform.

16.6 Innovestment is entitled to refuse to carry out transactions in investments (especially investment brokering of investments) vis-à-vis investors if

  • an investor provides incomplete or incorrect information in the investment account or in the self-disclosure;
  • the relevant transaction in the investment is inappropriate for the investor; or
  • the total amount of the planned transaction in investments exceeds the statutory individual investment thresholds.

17. Remuneration of Innovestment; third party contributions

17.1 Innovestment does not charge investors any fee for the use of the extended usage options, in particular for the brokerage of transactions in investments.

17.2 Innovestment receives turnover and performance-related remuneration in connection with the brokerage of investments on the platform and other services provided in connection with an issue. Such remuneration is charged by Innovestment in the form of commission and follow-up remuneration. Details on the remuneration of Innovestment as well as on the payments received from third parties can be found in the issue and risk information as well as in the respective investment information sheet. In addition, Innovestment shall provide more detailed information on the fees charged and benefits received from third parties upon request.

17.3 In the event that the services of Innovestment - contrary to Innovestment's opinion - should be classified as an agency for investors in the event of a dispute, (i) investors agree to this, that Innovestment - subject to the legal admissibility - may retain the performance and turnover-related fees and other benefits paid by third parties and (ii) investors hereby agree with Innovestment, in deviation from the legal regulation (§§ 675, 667 BGB, § 384 HGB), that a claim against Innovestment for the return of the fees and other benefits mentioned in this clause does not arise. For clarification purposes, this regulation does not serve to establish a payment obligation of investors, but only establishes a right of retention by Innovestment with regard to the remuneration and benefits received.

18. Conclusion of transactions in investments; content and scope of investments

18.1 The content and scope of the investments are determined by the contractual terms and conditions applicable to the investment, which are made available on the platform within the framework of the respective issue. Unless otherwise provided for in the Terms of Contract applicable to the investment, the following provisions shall apply to the conclusion of transactions in investments.

18.2 The brokerage and conclusion of transactions in investments on the platform shall be carried out exclusively electronically using means of remote communication. Investors can submit their contractual declarations on the platform using a web-based form. For this purpose, investors must first log on to the platform with their access data. For the purpose of submitting a contractual declaration on the conclusion of a transaction in investments on the Platform, investors must complete the web form provided for this purpose completely and truthfully by entering the requested information. By clicking on the "Invest now" button, the web form is sent off and becomes binding for the investor. The form can only be sent after the investor

  • agrees to the validity of the contractual conditions of the respective investment as well as to the conclusion of a contract using means of remote communication;
  • confirms that it has taken note of the warning contained in the investment information sheet by entering the information requested in the web form in text form, and
  • confirms that it has taken note of any other information in the opt-in procedure

has.

18.3 The receipt of an investor's contractual declaration is confirmed to the investor by e-mail; this also constitutes the acceptance of the contractual declaration by the respective issuer ("declaration of acceptance - Annahmeerklärung"). Upon receipt of the declaration of acceptance by the investor, the investment contract (e.g. subordinated loan agreement) is concluded between the investor and the respective issuer in accordance with the applicable terms and conditions.

19. Payments on investments

19.1 For payment obligations of the investors as well as the payment modalities in connection with the transactions in investments brokered on the platform, the contractual terms applicable to the respective investment shall prevail. Irrespective of this, all payments by the investors must be made without reservation and without further conditions. Payments by investors must be made from a payment account in the name of the respective investor.

19.2 Payments shall be made to the escrow account notified to the investor in accordance with the payment request sent by e-mail with the respective declaration of acceptance, with debt-discharging effect.

19.3 Payments shall be processed exclusively by authorised payment service providers. Innovestment neither forwards payments from investors itself nor does Innovestment accept funds from investors. As a matter of principle, the collected issue proceeds will only be forwarded once the disbursement requirements specified in the contractual conditions of an investment have been met, unless otherwise expressly stipulated in the contractual conditions of the investment. Unless otherwise provided in individual cases, the fees of Innovestment (see Section 17) and the Payment Service Provider shall be withheld when the proceeds of the issue are forwarded by the Payment Service Provider.

20. Investment account

20.1 In the investment account, investors have the opportunity to retrieve information and documents provided by the respective issuer regarding their investments and to make or retrieve notifications, declarations and announcements provided for in the investment account. In particular, (company) information to be provided in accordance with the respective contractual terms of an investment is published in the investment account.

20.2 In particular, the investment account provides access to the Fund's Fund Rules applicable to an investor's individual investments, the relevant investment information sheet and the relevant investor information during the term of the investment contract.

21. Confidentiality; disclosure of information and documents

21.1 All information and documents (in particular information from business and financial plans) ("investment information") available on the platform or otherwise made available to investors by a company or an issuer ("investment information") may be used by investors exclusively for the purpose of making an investment decision. Investors must treat investment information as strictly confidential and may not pass it on or make it available to unauthorized third parties, nor may it be published or disseminated in any other way without the prior consent of the author. This obligation applies not only with regard to investment information provided to investors prior to the conclusion of transactions in investments, but also to information received by investors during the term of the contract or until the complete redemption of the respective investment. Culpable breaches of the aforementioned obligation may lead to claims for injunctive relief and damages.

21.2 The provisions of Clause 21.1 do not apply if the investment information

  • are already obvious, publicly known or accessible at the time of the information transfer, in particular if it concerns investment information that is also accessible without prior registration on the platform;
  • have been made available to an investor by a third party without breach of any confidentiality obligation;
  • have been released for transmission, disclosure or publication;
  • a transfer, disclosure or publication is required by mandatory legal regulations.

22. Transfer of assets

22.1 The permissibility of the transfer of investments is governed by the respective contractual terms of an investment.

22.2 Innovestment must be informed of all dispositions of investments by investors without request and without delay. Any notification obligations under the respective contractual terms of an investment remain unaffected.

C. CONDITIONS OF PREMIUM SERVICES 

23. Scope of application of the provisions of Section C of the GTC

In addition to the general conditions for the use of the platform regulated in Section A of these GTC, the regulations of this Section C apply to the use of the Premium Services.

24. Services provided by Innovestment in connection with the premium services

24.1 The scope of services of the Premium Services results from the service description in the version valid at the time of conclusion of the contract.

24.2 Innovestment is entitled to make changes to the content or functionality (e.g. through patches, updates or modifications) of the premium services which are reasonable in consideration of the interests of the investor. Innovestment is also entitled to have parts or all of its premium services provided by third parties, especially subcontractors.

25. Conclusion of the contract

25.1 The conclusion of a contract on the platform and the associated conclusion of a premium contract in the form of a fee-based usage contract ("Premium Contract") with Innovestment is only permitted in the investor's own name and for the investor's own account. Registration is only permitted to the following persons:

  • natural persons with unlimited legal capacity;
  • legal entities; and
  • partnerships with legal capacity.

In particular, underage natural persons are prohibited from concluding contracts. In the case of a legal entity or partnership, registration must be made by a natural person with unlimited legal capacity and authorised to represent the company. Proof of the power of representation must be provided upon request by Innovestment.

25.2 The legally binding agreement between the investor and Innovestment regarding the use of Innovestment's premium services against payment according to the information on the platform is exclusively subject to the following provisions.

25.3 The legally binding conclusion of the premium contract is carried out as follows when an order is placed:

  1. The information contained in advertisements and on the platform is subject to change and non-binding and does not constitute an offer by Innovestment, but only an invitation to submit a corresponding offer (invitatio ad offerendum).
  2. Orders can only be placed using the form provided on the platform ("order form"). The investor selects the Premium Services on the Platform and enters the data requested in the order form.
  3. The investor has the opportunity to check and correct his data once again. For this purpose, Innovestment provides the investor with appropriate, effective and accessible technical means that enable the investor to detect and correct input errors before the binding order is placed. The investor can correct input errors or cancel the order process by closing the browser.
  4. By pressing the "Conclude with costs" button, the investor submits a legally binding offer to Innovestment to conclude a premium contract at the conditions stated on the platform, in the GTC and in these conditions for premium services.
  5. The investor fills out the payment form provided with information - e.g. the billing address and the payment method - and provides the corresponding requested data.
  6. An overview of his order is displayed on the platform. The investor confirms his selection.
  7. The acceptance of the offer by Innovestment takes place by sending an order confirmation via email to the investor, which results in a premium contract.
  8. Innovestment saves the text of the contract and sends the investor the order data, an invoice and these GTC by e-mail. The current GTC can also be viewed on the platform at any time.

25.4 The data requested in the order must be provided completely and truthfully. If the data subsequently changes, the investor is obliged to update the information immediately. Upon request by Innovestment, the investor must confirm the data.

26. Fees and Terms of Payment

26.1 The conclusion of premium contracts for the use of premium services is subject to a fee. For the prices of the Premium Services, the price list for the annual fee ("Fee") valid at the time of conclusion of the contract is decisive.

26.2 All fees are understood to include the applicable value added tax.

26.3 The investor may be charged costs by third parties in connection with the use of the premium services (e.g. for the use of telecommunication services); Innovestment has no influence on such costs.

26.4 The fee owed by the investor is payable annually in advance at the beginning of the subscription period.

26.5 The fee owed by the investor can only be paid using the payment methods supported by Innovestment. The supported payment methods are listed on the platform. Innovestment reserves the right to exclude individual payment methods vis-à-vis selected investors if there is reason to fear a return debit or cancellation of the payment or insufficient funds in the bank account to be debited.

27. Term and Termination

27.1 The premium contract begins with the conclusion of the premium contract and is concluded for a period of 12 months. It shall be extended by a further twelve (12) months in each case if it is not terminated with a notice period of three (3) days before the beginning of the next contractual year.

27.2 The right to terminate for good cause remains unaffected.

27.3 Any termination must be made in writing. An e-mail to [email protected] or any other communication in text form to Innovestment shall suffice for the declaration of termination. Alternatively, the notice of termination may also be given via the investor's investment account on the platform.

28. Right of Withdrawal

If the investor is a consumer, i.e. a natural person who concludes a legal transaction for a purpose which cannot be attributed to his or her commercial or self-employed professional activity, and the contract with Innovestment was concluded using exclusively means of telecommunication (e.g. by letter, catalogue, e-mail or internet), the investor has a right of revocation in accordance with the following provisions.

 

Cancellation policy

Right of withdrawal

You have the right to revoke this contract within fourteen days without giving reasons. The revocation period is fourteen days from the date of conclusion of the contract.

In order to exercise your right of revocation, you must inform us (Innovestment GmbH, Friedrichstraße 68, 10117 Berlin, Germany, fax number +49 30 570 010 879, e-mail address: [email protected]) by means of a clear declaration (e.g. a letter, fax or e-mail sent by post) of your decision to revoke this contract.

You can use the attached sample revocation form, which is not mandatory.

In order to comply with the revocation period, it is sufficient to send the notification of the exercise of the right of revocation before the end of the revocation period.

Sample revocation form

(If you want to cancel the contract, please fill out this form and send it back).

- To Innovestment GmbH, Friedrichstraße 68, 10117 Berlin, Germany, fax number +49 30 570 010 879, e-mail address: [email protected]:

- I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following

- Goods (*)/the provision of the following service (*)

- Ordered on (*)/received on (*)

- Name of the consumer(s)

- Address of the consumer(s)

- Signature of the consumer(s) (only in case of communication on paper)

- Date

(*) Delete as appropriate

- End of the cancellation policy -

- End of the cancellation policy -

DATED: 26 February 2020

Download GTC as PDF

 

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