General Terms and ConditionsCrowdpartners has been granted exemption from the ban on acting as an intermediary for the purpose of attracting repayable funds outside restricted circles within the meaning of Section 4:3 of the Financial Supervision Act and licensed to act as an intermediary for mortgage credit within the meaning of Section 2:80 (1) of the Financial Supervision Act, which licence has been granted under Section 2:83 (1) of the Financial Supervision Act. Crowdpartners is not subject to any other licensing obligations, nor is it obliged to publish a prospectus under the Financial Supervision Act. Investments through Crowdpartners are, therefore, not covered by the deposit guarantee scheme, any investment compensation scheme or any other guarantee scheme.
1. DefinitionsIn these General Terms and Conditions, the following terms are defined as set out below:
Account: the profile of a User created via the website that gives access to the Cash Account of the Investor at the same time.
General Terms and Conditions: these general terms and conditions of Crowdpartners, including changes therein made from time to time, filed with the Chamber of Commerce and published on the website.
Visitor: every visitor of the website, including (for clarification purposes) Users.
Crowdpartners: the private limited liability company Crowdpartners B.V., with its registered office in Almere Haven and its principal place of business at Kerkstraat 56, listed in the Commercial Register of the Chamber of Commerce under number 59658312.
User: every Visitor, including (for clarification purposes) Investors, Borrowers or Partners, who has created an Account on the website.
Register: the act of signing the accession letter by which an Investor indicates the desire to participate in a Loan Agreement. Each conjugation of “Register” has the same meaning.
Investor: every (legal) person who has Registered for a Project for the provision of a loan.
Loan Manager: Stichting Crowdpartners Leningmanager, formed with the aim of managing and coordinating a loan or a number of loans, with its (registered) office in Almere Haven, at Kerkstraat 56 and listed in the Commercial Register of the Chamber of Commerce under number 62965794 or any such other foundation as designated by Crowdpartners for a specific Project. The Loan Manager holds a licence for the provision of mortgage credit, within the meaning of Section 2:60 (1) of the Financial Supervision Act, which has been granted under Section 2:63 (1) of the Financial Supervision Act.
Borrower: every (legal) person who has one or more Projects on the website and who has entered into a corresponding Loan Agreement.
Loan Agreement: a loan agreement between a Borrower, a group of Investors, the Security Agent and the Loan Manager, concluded electronically via the website for a specific Project.
Partner: every (legal) person who has entered into a partner agreement with Crowdpartners.
Project: the description of the (business) plan for which the Borrower wishes to take out a loan.
Closing Date: in relation to a specific Project: (a) the end date of a loan registration period or (b) the earlier date on which the target amount is achieved.
Trust: Stichting Crowdpartners Trust, a foundation that, at the expense and in the name of an Investor, retains the funds in the account of that Investor, with its (registered) office in Almere Haven at Kerkstraat 56 and listed in the Commercial Register of the Chamber of Commerce under 60457309.
Cash Account: in accordance with the meaning given to it in Article 3.1.
Website: the online crowdfunding platform operated by Crowdpartners as a whole, accessible via the website www.crowdpartners.nl, which consists of closed and open sections.
Security Agent: Stichting Crowdpartners Zekerhedenagent, which retains the collateral security in connection with one or more Loan Agreements, with its (registered) office in Almere Haven, at Kerkstraat 56 and listed in the Commercial Register of the Chamber of Commerce under number 62966200.
2. Applicability of the General Terms and Conditions2.1 These General Terms and Conditions apply to every use of the website by Visitors, insofar as not deviated from in writing in a separate agreement between Crowdpartners and a Visitor, as well as to all agreements to which these General Terms and Conditions have been declared applicable in accordance with the content of those agreements.
2.2 By using the website, the Visitor accepts the General Terms and Conditions.
2.3 Crowdpartners reserves the right to fully or partially change or replace both the website and the General Terms and Conditions without prior notice. The Visitor will regularly consult the website inform himself of any changes to the General Terms and Conditions.
3. Account3.1 In order to invest in a Project or to access certain non-public parts of the website, the Visitor must create an Account, as a result of which the Visitor opens a cash account with the Trust at the same time (the “Cash Account”). From the Cash Account, the Visitor can use funds for one or more loans. By creating an Account, the Visitor becomes a User at the same time.
3.2 The Visitor creates an Account by completing the registration form on the website. By completing the registration form, the Visitor enters into a user agreement with Crowdpartners and the Trust. When creating an Account, the Visitor is obliged (i) to enter correct and complete information and to refrain from providing any misleading information and (ii) submit a copy of his proof of ID or if the Visitor is registered with the Commercial Register of a Chamber of Commerce, a recent and up-to-date extract.
3.3 Registration is only possible if the Visitor is at least 18 years of age and legally competent. The Visitor is obliged to change or supplement his details if they are no longer correct or complete.
3.4 Crowdpartners, without giving any reasons and at its sole discretion, is entitled to refuse the registration of a Visitor or to cancel the (Cash) Account of a User.
3.5 After registration, the Visitor will receive a password and other login details at the e-mail address provided by the Visitor on the registration form. From that moment on, the Visitor will have an Account with corresponding Cash Account.
3.6 The Account is strictly personal and non-transferable.
3.7 The User will handle his password and other data related to his Account with due care. The User will keep the password for his Account secret and store it in a safe place. The User will take measures to prevent third parties from using his Account without the explicit instruction from the User.
3.8 If the User discovers that a third party makes unlawful use of his Account, the User must immediately notify Crowdpartners thereof by e-mail, to firstname.lastname@example.org. Crowdpartners will subsequently instruct the User to take certain measures, which instructions must be followed by the User.
3.9 The User is responsible and is liable for all activities carried out through his Account (both towards Crowdpartners and to third parties).
3.10 The Visitor acknowledges and accepts that creating an Account is equated with placing an electronic signature and that messages that are sent from and agreements entered into through his Account are deemed to have been signed by the User.
4. Rules about the use of the website4.1 The copying, distribution, re-use, etc. of (parts of) the website is subjected to the prior written permission of Crowdpartners.
4.2 Using any automated system (or launching such a system), including but not limited to robots, spiders or off-line readers, enabling more requests to be sent to the Crowdpartners servers via the website in a certain period of time than anyone can reasonably generate in that period by using a publicly available, standard (i.e. non-customised) web browser is not permitted.
4.3 The Visitor is aware that access to the website and the functioning of the website depends on the availability of an Internet connection. The Visitor is personally responsible for (maintaining) such a connection.
4.4 The Visitor acknowledges that the exchange of information via the website and e-mail is not encrypted and that Crowdpartners cannot, therefore, guarantee the confidentiality of the information.
5. Cash Account and Investments5.1 The User can register for a Project up to the Closing Date that applies to the relevant Project. By Registering, the User indicates his wish to participate in a loan under the conditions set out in the corresponding Loan Agreement.
5.2 The Registration is assessed by Crowdpartners, i.e. the Loan Manager, before acceptance and may be refused. In the assessment, the Loan Manager takes into account at least the following:
a. The User may not invest more than 49% of the target amount of a Project;
b. If the User is a business investor, which includes non-natural persons, and this User wishes to invest a total of more than €50,000 in Projects, the User, on demand of Crowdpartners, will immediately provide additional information about his knowledge and experience to Crowdpartners.
c. The User must use no more than a responsible part of his capital for Projects. Natural persons, not acting in the course of a profession or business, are deemed consumers and are not entitled to ever exceed the thresholds stipulated by the Netherlands Authority for the Financial Markets [AFM], which thresholds may be changed from time to time. On the date of these terms and conditions, the thresholds are: 1) a total maximum of €80,000 to be invested in and 2) the consumer has taken an investor test.
5.3 By Registering for a specific Project, funds in the Investor’s Cash Account are reserved.
5.4 Funds in the Cash Account can only be reserved for a loan subject to a sufficiently positive balance of that User or Investor in his Cash Account. All amounts in a Cash Account are to be used and reserved for a loan as soon as possible or are to be refunded or transferred by the User or Investor to the bank account of the relevant User or Investor.
5.5 As long as the funds are reserved, the User or Investor cannot dispose of these funds.
5.6 No interest is paid over the period during which the Investor’s funds are in his Cash Account. This also applies to any reserved funds in a Cash Account.
5.7 All payments are made through the Trust. All funds held by the Trust are held for the relevant party and not for itself.
5.8 Notwithstanding the foregoing, when funds have been received by the Trust within the framework of a loan, which funds accrue to the Investors, the Trust has the right to deduct from, set off against or charge to these funds the extraordinary costs incurred by the Trust, the Loan Manager or the Security Agent or which the Trust, the Loan Manager or the Security Agent reasonably expect to incur within the interest of the Investors in the given circumstances and in connection with the Loan Agreement, including, without limitation, the costs for legal assistance, bailiffs and experts for the collection of interest, repayments and costs owed by the Borrower to Investors, as well as for the enforcement of security interests.
5.9 Crowdpartners does not guarantee that the Investor will derive any benefit from a loan. Crowdpartners cannot be held liable if the Investor is not repaid the (full) principal loan sum after the Loan Agreement has ended.
5.10 Crowdpartners is not substantively involved in a Project in any way. Crowdpartners explicitly does not assess the profit expectations of the Borrower and does not provide any legal, tax or financial advice. The Investor cannot derive any rights on the basis of the information (including the risk classification) published by Crowdpartners on the website. A decision to make an investment is entirely at the expense and risk of the Investor.
6. Fee6.1 Crowdpartners charges a fee for use of the Cash Account. The standard rates applicable to Investors are published on the website and may be unilaterally changed by Crowdpartners from time to time. The fee does not provide for any judicial or extrajudicial measures against the Borrower.
6.2 The fee charged by Crowdpartners will be deducted from the balance in the Cash Account. Within that framework, the Trust is entitled to deduct from and charge to the balance in the Cash Account the fee charged by Crowdpartners under Article 6.1.
7. Confidentiality7.1 Users are obliged to keep secret all information that a party has indicated as or which must reasonably be assumed to be confidential, including the information that is accessible through his Account.
8. Obligations of Crowdpartners8.1 Crowdpartners endeavours to keep the website up and available as much as possible. Crowdpartners reserves the right to change or suspend (any part of) the website.
8.2 The obligations of Crowdpartners are always obligations to use best efforts and explicitly not obligations of result, except insofar as the contrary has been explicitly agreed in writing and the agreed result has been described clearly and unambiguously.
9. Limitation of liability9.1 Crowdpartners cannot be held liable for any (direct or indirect) damage as a result of the website not working properly or being unavailable, for inaccuracies or omissions in the information offered, nor for any damage resulting from problems caused by the website malfunctioning or by interruptions, errors or delays in the website.
9.2 Any liability of Crowdpartners, the Trust, the Security Agent and the Loan Manager, including liability for damage caused on account of third parties engaged, vis-à-vis a Visitor will be limited to the total of fees owed by the Investor to Crowdpartners in any year pursuant to Article 6.1 of these General Terms and Conditions.
9.3 The limitations of liability of Articles 9.1 and 9.2 do not apply in the event of intent or deliberate recklessness.
9.4 Crowdpartners is not liable for the Borrower failing to fulfil any (payment) obligation under a Loan Agreement, or failing to do so in full or in time.
9.5 A condition for the event giving rise to any right to compensation is that the Visitor reports the damage to Crowdpartners in writing as soon as possible after the occurrence thereof, yet within six (6) months.
9.6 Any claim for damages lapses by the mere expiry of six (6) months of inception of the claim, provided and insofar as reported in accordance with the provisions of Article 9.5.
10. Intellectual property rights10.1 All intellectual property rights, including copyrights and trademark rights, on all texts, images, moving images, sounds, software and other materials on the website belong to Crowdpartners or third parties with whose consent said data and materials are included on the website. Reproducing or publishing these data and materials is not permitted.
11. Other11.1 The administration of Crowdpartners and the Trust serves as conclusive evidence of the amounts that the Trust retains for a User, as well as of all agreements the User has made through his Account, subject to evidence to the contrary.
11.3 If any provision of these General Terms and Conditions is void or voided, the other provisions of these general terms and conditions will remain in full force and the parties will consult each other in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and the purport of the void or voided provision will be taken into account as much as possible.
11.4 The legal relationship between Visitors on the one hand and Crowdpartners on the other, including these General Conditions, is exclusively governed by Dutch law. The competent court in Amsterdam will have exclusive jurisdiction to hear disputes in connection therewith unless mandatory law stipulates that another court is competent (as well).