Terms and Conditions

1.         General Provisions

1.1.      These are the terms and conditions (hereafter "terms") for the use of the website "www.companisto-investments.de" and all of its subdomains (hereafter "Companisto-Investments-website") as well as for all business relations between Companisto GmbH, Köpenicker Str. 154, 10997 Berlin, Germany (hereafter "Companisto") and the members of Companisto (hereafter "Companist").  

1.2.      Companisto is the operator of the Companisto website and party to all contracts with the Companists.

1.3.      The Companisto website is an online platform that enables Companists to participate directly or indirectly in young companies (hereafter "emmitents") through borrowed capital, mezzanine capital, or equity (hereafter "participation"). For this purpose, the equity-based crowdfunding project publishes information on the Companisto website, and the Companists may send questions to the equity-based crowdfunding project. In case Companists acquire participations, Companisto does not become a contracting party itself. Participation or purchase contracts are concluded solely between the Companist and the emmitents.

1.4.      Companisto acts exclusively as a contractually bound intermediary within the meaning of § 2 para. 10 German Banking Act (KWG) in the name, for the account and under the liability of Effecta GmbH, Florstadt ("liability umbrella"). Effecta GmbH is an authorised financial services institution with the licence to operate investment brokerage in accordance with § 1 Para. 1a S. 2 No. 1 KWG. The contractual relationship between the Companist and the liability umbrella is exclusively determined by the documents of the liability umbrella which are made available to the Companist in the course of a respective investment.

1.5.      In addition to the investment brokerage Companisto supports the issuers (independent of the liability umbrella) as a commercial and/or technical service provider in the processing of the issue.

1.6.      For all services of Companisto (hereinafter "Services") the following General Terms and Conditions apply exclusively. The General Terms and Conditions are accepted by confirming the corresponding button when acquiring a participation or when registering as a Companist. The GTC can be retrieved, printed or saved locally at any time at www.companisto-investments.de/business-terms and will also be sent by e-mail in the case of a participation acquisition.

2.         Registration and Membership Account

2.1.      The use of some areas of the Companisto Investments website requires the registration as Companist. Registration is free of charge. It is done by opening a member account and agreeing to these GTC. With the registration a contract between Companisto and the Companist about the use of the Companisto-Investments-Website comes into being. With the purchase of a participation on the Companisto Investments website, the purchaser simultaneously opens a free member account.

2.2.      Registration is limited to persons who have full capacity to contract. In particular, minors are not allowed to register on Companisto.

2.3.      The data requested by Companisto during the registration process are to be provided completely and correctly. During the registration, only single persons may be entered as the owner of the membership account (i.e., no married couples or families).

2.4.      Should the data provided during the registration change at a later point in time, the Companist is responsible for correcting the data in the membership account immediately.

2.5.      The Companist is responsible for the use of the membership account and should ensure that the password remains secret. In case the Companist notices unauthorized use of the password or the membership account, Companisto must be notified of this fact.

2.6.      A membership account is not transferable to another person. A person is not allowed to register more than once.

2.7.      Companisto reserves the right to delete membership accounts created during incomplete registrations after a reasonable period of time.

3.         Companisto Investments Website

3.1.      With the Companisto Investments Website, Companisto merely provides a platform for Companists to invest in issuers and for issuers to search for investors. The information about the issuers on the Companisto Investments website is provided exclusively by the issuers. Companisto does not audit the profitability of the issuer. Companisto is therefore not responsible for the accuracy and completeness of this information. Information and data which are marked as "confidential" on the Companisto Investments website (hereinafter referred to as "confidential information") are subject to confidentiality. All confidential information may only be used by the Companist for the purpose of his investment decision and the Companist must keep this information confidential. The Companist may not disclose, publish or disseminate the confidential information to third parties in any manner or form. Confidential information does not include information that (i) has been provided to the Companist by a third party without breach of any confidentiality agreement and without obligation of confidentiality; (ii) is already apparent; or (iii) has been authorized for disclosure or disclosure by Companisto.

3.2.      The Companisto Investments Website offers Companists the technical opportunity to use the Companisto Investments Website within the framework provided by Companisto in order to publish content themselves. The contents published on the Companisto-Investments-Website by Companists are not checked by Companisto and do not represent the opinion of Companisto.

3.3.      A friendly, factual, and fair tone is important to the Companisto community. Consequently, Companisto reserves the right not to publish, to delete, to edit, to move, and to close posts that violate the Companisto netiquette. The latest version of netiquette may be accessed at www.companisto.com/netiquette.

4.         Conclusion of a Contract

4.1.      A contract for the acquisition of an interest requires the Companist to complete the payment processing form on the Companisto Investments website on the Companisto Investments website and to click the "Invest Now" or "Buy Now" button at the end of the payment processing form. However, this does not yet constitute a conclusion of contract, but the Companist hereby makes an offer to acquire a participation in accordance with the contracts confirmed by the Companist in the payment processing form. Companisto does not become a contractual partner. Details are governed by the contracts confirmed by the Companist at the time of acquisition.

4.2.      The contract for the acquisition of a participation is only concluded when the respective issuer confirms the acquisition of a participation with an e-mail (allocation). In addition, a separate written conclusion of the contract is not required. The Companist is not entitled to the conclusion of a participation contract.

4.3.      The possibility of acquiring the investments offered on the Companisto Investments website is limited in time. The duration of the offer is individually determined by Companisto for each crowd investment project. Companisto is entitled to extend them as often and as long as it wishes.

5.         Processing of Payments

5.1.      Payment for all acquisitions made on the Companisto Investments website shall be processed exclusively by licensed institutions with permission to conduct financial transfer transactions. Companisto or the respective institute do not become contractual partners of the investment acquisition. Companisto is not entitled to acquire ownership or possession of monies or securities of Companists.

6.         SEPA Direct Debits

6.1.      If a Companist pays for a participation by means of SEPA direct debit, the pre-notification period of the direct debit is reduced to 2 days.

6.2.      In the case of a payment through SEPA direct debit, the Companist shall ensure the availability of sufficient funds on the bank account. Any costs that are due to the non-payment or reversal of a direct debit shall be covered by the Companist unless the non-payment or reversal is caused by Companisto.

7.         Commissions, Premiums, Fees

7.1.      Registration as a Companist is free of charge.

7.2.      If a participation is acquired via the Companisto Investments website, a commission or other remuneration may be due, whereby a commission is usually to be paid by the respective issuer. Details are regulated by the contracts confirmed by the Companist at the time of acquisition.

7.3.      Companists may only offset commissions against claims to outstanding credits and against claims due and/or future claims if these claims are legally enforcible or uncontested.

8.         Change or Cancellation of Services

8.1.      Companisto is not obliged to provide its free services. Conversely, the Companist may stop using the services at any time.

8.2.      The services of Companisto are constantly being redeveloped and may thus change from time to time. For instance, individual features may be added or removed. Companisto may also cancel a service temporarily or permanently, for example because of technical or legal reasons. If possible, particularly in case a service is permanently canceled because of economic reasons, Companisto will notify the Companist of the imminent cancellation within the framework of the respective service.

9.         System Integrity

9.1.      Companisto reserves the right to change, limit, or remove the contents and the functionalities of the website at any time. While Companisto aims to provide its service without any technical difficulties, maintenance work, redevelopment, and/or other issues may limit and/or temporarily prevent the use of the service. Under certain circumstances, this may also lead to data loss. Therefore, Companisto does not guarantee that the service is available or free of technical difficulties or data loss.

10.       Profile Data/Taxes

10.1.   As far as the Companist on the Companisto-Investments-Webseite data in his profile deposited or Companisto by the tax authorities data transmitted, Companisto is entitled to use this data and those issuers, in which the Companist participates, the liability umbrella and their respective service providers are involved in the processing of the Companist to make payments from the participation to the Companists can take place and the appropriate registrations, especially capital gains tax, solidarity surcharge and if necessary. Church tax can be paid by the issuers or by their service providers to the relevant authorities. This applies in particular, but not exclusively, to the first and last name of the Companist, gender, address data, participation amount, bank details, information on exemption orders and the Companist's tax identification number.

10.2.   The Companist agrees that Companisto, the issuers and their service providers may query the Companist's church tax characteristics with the Bundeszentralamt für Steuern (Federal Central Tax Office) as well as with any other competent office so that the Companist's church tax can be paid, if applicable. The Companist may object to the publication of his data by the Federal Central Tax Office. For this purpose, the Companist must issue a blocking notice to the Federal Central Tax Office. Once a blocking notice has been issued, it remains in effect until it is revoked in writing.

10.3.   The Companist expressly authorizes Companisto to store, process and use his data, which Companisto has collected on a contractual or legal basis in accordance with the above provisions, in accordance with the above provisions until revocation even if Companisto no longer acts as a contractually bound agent for the liability umbrella.

10.4.   The Companist also agrees that Companisto may transfer the Companist's profile data (including data from the performance of adequacy tests) to Companisto's sister company Companisto GmbH, which operates the sister platform www.companisto.com and will store and process the data in accordance with its data protection information. The data is passed on for the purpose of registering on the sister platform and investing in projects presented there.

 

11.       Limitation of Liability

Other legal preconditions for making a claim notwithstanding, the following exclusions and limitations of liability for damages apply to Companisto:

11.1.   Companisto is liable if Companisto is guilty of gross negligence or intent. In the case of ordinary negligence, Companisto is only liable if it fails to fulfil a duty whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the other contracting party may rely (so-called cardinal duty). In all other cases, the parties shall not be liable for damages of any kind, regardless of the subject matter of the claim and including the liability for fault at the conclusion of the contract.

11.2.   If Companisto is liable for ordinary negligence according to point 11.1, the liability of Companisto is limited to the damage that Companisto typically had to expect based on the conditions known at the conclusion of the contract. If the purchase of a participation or a contract related to this purchase is null and void, potential claims of the Companist against Companisto resulting from this fact are limited to the refund of the amount paid for the purchase of the participation.

11.3.   The above exclusions and limitations of liability do not apply to cases where Companisto guarantees the nature of the goods nor to damages payable according to product liability laws nor to damage resulting from loss of life, physical injury, or damage to health.

11.4.   The above exclusions and limitations of liability also apply to the employees of Companisto, vicarious agents, and other third parties used by Companisto to fulfill the contract.

12.       Termination of the User Relationship

12.1.   The user contract for the Companisto Investments website is concluded for an indefinite period and can be terminated by Companisto and the Companist at any time with immediate effect. The Companist must send an e-mail to service@companisto-investments.de in order to terminate the contract of use.

12.2.   Companisto is authorized to exclude a Companist from forums, the comment system, other communication tools offered by Companisto, the Companisto Business Club, new investment opportunities on Companisto, and any other area, service, or system offered by Companisto at any time and without giving any reason or to partially or fully restrict a Companist's access to these areas, services, or systems for a limited or unlimited period.

12.3.   Companisto grants also in the case of termination of the user relationship by Companisto and in the case of limitation of the access of the Companist to those Companists, who hold participations on Companisto, the possibility to manage their participations on Companisto, as far as provided within the scope of the respective participation documentation (e.g. inspection of the participation overview, inspection of investors updates, deposit of the necessary payout and tax information, update of master data, voting in pooling votes). However, this does not include the use of the commentary system on Companisto or other Companisto services that are not necessarily required for the exercise of the rights arising from the investments.

12.4.   The right to extraordinary termination for good cause remains unaffected.

12.5.   Legal termination rights remain unaffected.

13.       Risk Warning

13.1.   The securities investments offered on www.companisto-investments.de offer opportunities, but are risk investments. In the worst case, there is a risk of loss of the entire investment; the securities investments offered are therefore not suitable for retirement provision. However, there is no obligation to make additional contributions. The risk can be minimized by the investor distributing his investment amount over several issues and not investing everything in one issue. This strategy is often used by professional investors as the risk is spread over several investments. This is how successful investments can offset other, less successful investments.

13.2.   Companisto and/or the liability umbrella will not provide any investment advice or other advice through the Website. An information or consulting contract is not concluded. Companisto is not obliged to inform about current developments of the issuer.

13.3.   The information about the issuers on the Companisto Investments website is provided exclusively by the issuers. Companisto does not audit the profitability of the issuer.

13.4.   The forecasts made by the companies are no guarantee for the future development of the company. The securities investments offered on www.companisto-investments.de are therefore only suitable for investors who can bear the risk of a total loss of the invested capital. The decision for an investment is made by each investor independently and on his own responsibility.

13.5.   There is only a limited market for the sale of the securities investments offered on www.companisto-investments.de . In the absence of a corresponding market, the sale of investments is only possible to a limited extent.

13.6.   It is up to the Companist alone to decide whether to invest in issuers using the Companisto Investments website and in which issuers to invest. The information available on the Companisto Investments website does not constitute a consulting service by Companisto and does not replace expert advice. Companisto therefore recommends that you inform yourself about the legal, economic and tax consequences of an investment before investing in an issuer and also during the term of the investment. Each investment can result in a total loss of the investment sum. The Companist should therefore only invest funds which he can afford to lose.

13.7.   It is the responsibility solely of the Companist to decide whether to invest in equity-based crowdfunding projects by means of the Companisto website and in which equity-based crowdfunding project to invest. The information available on the Companisto website does not constitute a consultancy service of Companisto, and it cannot replace professional advice. Consequently, Companisto recommends that Companists inform themselves about the legal, economic, and tax-related consequences of purchasing a participation before the investment in an equity-based crowdfunding project and during the holding period if necessary. Each purchase of a participation may lead to the loss of the entire investment amount. Therefore, Companists should only invest money whose potential loss they can bear.

14.       Assumption of Contracts

14.1.   In case (i) Companisto files insolvency or (ii) if insolvency proceedings concerning the assets of Companisto have been legally opened or (iii) if the opening of such proceedings has been rejected because of a lack of assets or (iv) if Companisto is liquidated or (v) if Companisto discontinues its operations, Companisto Holding GmbH, registered in the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 141442 B, as well as its subsidiaries are authorized in the context of a genuine contract for the benefit of third parties to maintain the business relationship with the Companist in lieu of Companisto. This includes, in particular, the management and usage of the customer profile and the customer data of the Companist.

15.       Final Provisions

15.1.   German law applies exclusively, excluding the UN Sales Convention (CISG). Venue for the settlement of disputes arising from and in relation to this contract shall be Berlin insofar as is permitted by law.

15.2.   Should there be any contradictions between these terms and other provisions accepted by the Companist, the other provisions have priority. This applies to the contracts on the purchase of participations in particular.

15.3.   Should any individual provision of these terms be or become entirely or partly void or illegal, the validity of the remaining provisions shall in no way be affected. In such case, the void or illegal provision or provisions shall be replaced by statutory law (§ 306 Abs.2 BGB). In all other cases, the contracting parties shall make a valid provision as similar as possible to the original provision in an economic sense unless any additional interpretation of the contract has a higher priority or is possible.

15.4.   Companisto reserves the right to change these terms at any time and without giving reasons. The changed terms will be emailed to the Companists at least four weeks before they come into force. Unless a Companist objects to the new terms in writing or in text form directed toward Companisto within two weeks of receiving the email, the changed terms are considered accepted. Companisto will explicitly notify the Companists of the importance of the two-week period in the email containing the changed terms. The current terms and conditions may be accessed at www.companisto-investments.de/business-terms. If Companists do not agree with the changed terms, they are required to stop using the services provided by Companisto.

15.5.   These terms and conditions are issued in German and English; in the case of discrepancies between the two versions, the German version shall govern.

Last Updated: 4 December 2018

Please note
The acquisition of the offered securities and investments is associated with considerable risks and can lead to the complete loss of the invested assets. The expected yield is not guaranteed and may be lower. Whether it is a security or an asset investment can be seen in the description of the investment opportunity.
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