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General Conditions of Use
The present provisions ("General Conditions of Use") regulate the access and use of the service of the Portal that "STOCKCROWD PFP, S.L." (hereinafter "StockCrowd") makes available to Internet users through the domain www.stockcrowd.com and associated domains (hereinafter the "Portal").
Access to the Portal is conditional on the previous reading and acceptance by any user of the terms, conditions, communications, warnings and other legal notices contained in these contract clauses. If the user does not agree with the content of these General Conditions of Use, the user must leave this Portal, not being able to access or use the services that it offers.
These General Conditions of Use do not exclude the possibility that certain services or utilities offered through the Portal are subject to special conditions of use, which, in any case, may be consulted by the user before activation.
The user declares to be of legal age and have sufficient legal capacity to be bound by these General Conditions of Use. The user also expressly and without exception accepts that access and use of this Portal, its services and contents of said services takes place under his or her sole and exclusive responsibility.
Access to this website is free of charge and no previous subscription or registration is required. However, some of the services and content offered by StockCrowd or third parties through it may be subject to the previous contracting of the service or product in the form that is determined in the corresponding General Conditions applicable to the Participative Financing Services (hereinafter "Terms of Services") which can be accessed through this Links with other websites that may exist, as well as the use that the user may make of them are subject to the present General Conditions of Use, as well as to any specific conditions that such websites require. Any use other than those authorized is expressly prohibited.
StockCrowd may unilaterally modify, at any time it deems appropriate, the configuration of this Portal, the conditions of the service and its content, as well as remove, limit or suspend them in a temporary or permanent manner and prevent access to them by informing the user of such change, provided that the circumstances so permit, through its publication in the Portal.
Identity of the Owner of the Portal
The identifying data of the persons in charge of this Portal are the following:
STOCKCROWD, S.L. which operates under the brand "StockCrowd", with C.I.F. B66647306, domiciled in Barcelona, Bruc street 145, entresol 2ª, registered in the Mercantile Registry of Barcelona in Volume 4.101, Folio 67, Sheet 476849, Telephone +34 628 15 81 22, Fax +34 936 33 86 52, contact email: firstname.lastname@example.org
StockCrowd has applied to the Spanish Securities Market Commission for authorisation as a participatory financing platform in accordance with Law 5/2015 of 27 April on the Promotion of Business Financing in relation to those activities carried out by the Portal and are subject to such authorisation.
"StockCrowd" is a registered trademark numbered 3601212 (2) and class 35
Rights and obligations of the service provider
As a service provider, StockCrowd is obliged to provide the services offered in this Portal, to effectively guarantee the secrecy of communications that may exist with the user as well as to respond to any claims that may arise.
In case of maintenance, repair, updating or improvement of the Portal, StockCrowd has the right to suspend temporarily and without prior notice the accessibility to this Portal, as well as to reserve the right to provide or cancel the Portal, without prejudice to which it will endeavour to make it known to users, whenever the circumstances so permit.
The use that the users can make of the Portal and/or data and/or information supplied through this Portal will be made at the risk and expense of said users.
StockCrowd does not guarantee, directly or indirectly, the information or services offered, except those guarantees that under the applicable laws must be granted or that are explicitly described in an agreement between StockCrowd and the user.
StockCrowd does not guarantee the content supplied, if any, by third parties, nor does it guarantee the accuracy, reliability, accuracy, timeliness or suitability of the information provided for the use that users or any other person may make of it.
Rights and obligations of the userThe user must, at all times, make lawful use of the services of this Portal in accordance with the current legislation, respecting the intellectual or industrial property rights of third parties and StockCrowd in accordance with what is established in clause 6.In this sense, the user guarantees that the activities that are undertaken through this Portal will be in accordance with the law, morality, public order, good customs and in no case will be offensive to the good name and commercial image of StockCrowd or any other companies, other users of the Portal or third parties.
The user will not carry out any action that causes damage or alterations to the content nor will it impede the proper functioning of the Portal, nor cause technical problems of any kind, nor transfer any item susceptible to the carrying of computer viruses, nor damage, interfere or block this Portal in part or in whole, nor examine or alter the email of other users.
The user bears all responsibility for the veracity of the entered data, having entered it for any reason, and so in the case of the user providing false or inaccurate data, StockCrowd reserves the right to prohibit the user's access to this Portal. If, as a consequence of registration, the user is given a password, he/she agrees to make diligent use of it and keep the password to access these services secret. Consequently, users are responsible for the proper custody and confidentiality of any identifiers and/or passwords provided to them by StockCrowd, and undertake not to assign their use to third parties, whether temporary or permanent, or to allow their access to outside persons. The user will be responsible for the unlawful use of the services by any illegitimate third party that uses a password for that purpose because of an non-diligent use or the loss of the same by the user.
Accordingly, it is the user's obligation to promptly notify StockCrowd of any fact that would allow the misuse of identifiers and/or passwords, such as theft, loss, or unauthorized access to them in order to proceed with its immediate cancellation. Until such events are reported, StockCrowd will be relieved of any liability that may arise from the misuse of identifiers or passwords by unauthorized third parties.
Exclusion of guarantees and responsibility for the operation of the Portal and its services.StockCrowd does not guarantee the availability and continuity of the operation of this Portal and of the services that may be offered in the Portal, unless otherwise provided in the particular conditions that the user accepts in the registration process or later.Therefore, unless otherwise provided in the Law, any liability for damages and losses of any nature that may arise from the lack of availability or continuity of the operation of the Portal and of those services and the usefulness that users could have attributed to this Portal is excluded.In any case, StockCrowd will make its best efforts to maintain the continued availability of this Portal and to have mechanisms in place so as to, in case of cessation of its activity, continue to provide all or part of the services to which it has committed in the case of Participatory Financing Projects that have been funded. In this regard, it undertakes to report on the consequences for investors and promoters of the lack of activation of such mechanisms.
StockCrowd makes available to users the privacy systems that prevent access to personal data by third parties. StockCrowd has implemented all necessary technical and organisational security measures that guarantee the integrity, confidentiality and availability of the personal data provided by the user.
Although StockCrowd has implemented all appropriate measures to guarantee security in this matter, it does not control or guarantee the absence of viruses or other elements in the content in this Portal that may cause alterations in the computer system (software and hardware) of the user or in the electronic documents and files stored in its computer system.StockCrowd is exempt from any liability for damages of any nature that may be due to the presence of viruses in the content that may produce alterations in the computer system, electronic documents, files etc.
StockCrowd has no obligation for and does not control the use that users make of this Portal, the services and their content. In particular, StockCrowd does not guarantee that users will use the present Portal, its services and its content in accordance with these General Conditions of Use and, as the case may be, the applicable particular conditions, or that they will do so diligently and prudently.
The user agrees that the Portal has been created and developed in good faith by StockCrowd with information from internal and external sources and offers it in its current state to users.
All rights to the content of this Portal belong to StockCrowd, except those of companies with which it has signed the corresponding contract for the provision of content and are protected by national and international intellectual and industrial property rules.
The design, images, maps, graphics, marks, signs, distinctive signs or logos of StockCrowd, frames, banners, software and their different codes, fonts, etc of this Portal are the property of StockCrowd, which legitimately owns the exclusive exploitation rights to them.
The logos or distinctive signs of other companies that may appear on this website during navigation by the user are the property of each of the companies, which legitimately have the exploitation rights to the same, and which expressly consent that they may be incorporated, as the case may be, in the present Portal.
The user accessing this website can not copy, modify, distribute, transmit, reproduce, publish, assign or sell the aforementioned elements or create new products or services derived from the information obtained.
Only the display and loading for the personal and non-commercial use of the user is authorized, without any right to extend it to third persons or entities.
It is strictly forbidden for the user to alter this website in any way that may affect its content, such as links and similar.
StockCrowd will ensure that the contents of this Portal are not pornographic, xenophobic, discriminatory, racist or do not foment violence.
Personal data protection
StockCrowd shall, at all times, respect both the provisions of Law 15/1999 of 13 December on the Protection of Personal Data, as provided in other regulations on the protection of personal data, and apply the technical and organisational measures necessary in order to provide the appropriate level of security to files that contain data provided by the user through this Portal.
In this Portal there may be links that allow access to webpages of third party entities. These entities will have their own data protection policies, being in each case, responsible for their own files.
On occasion, the user will be able to provide their personal data through forms, either voluntarily or at the request of StockCrowd, for the purpose of making queries, requesting information and/or contracting products, services and/or activities offered through this Portal related to StockCrowd and in which the user might be interested. If the data to be supplied by the user is necessary for the person responsible to respond to the user's query, provide the required information and/or contract a product or provision of a service, the person responsible will inform the user that the data is obligatory to provide.
When the user provides his/her data through any of the forms of the Portal, the user will be authorising StockCrowd to treat said data in accordance with the purpose of the data collection, as well as to keep them informed about news, events and activities related to the platform. The data provided will form part of a file, created under the responsibility of StockCrowd, which will be indicated in advance.
The collection of user data through the Portal, when required by the regulations, is processed in a secure environment, based on Secure Socket Layer (SSL) technology. SSL guarantees confidentiality by coding the information received. In addition, all data provided by users is protected against unauthorised access.
8.1 No link to the Portal can be established from any other site without the prior and express consent of StockCrowd, unless otherwise indicated in the Portal.
8.2 In the event that this Portal may contain links to other portals or websites not managed by StockCrowd, this company declares that it does not exercise any control over such portals or websites, nor is it responsible for the content thereof. The links that this Portal could contain will only be offered by way of informative references, without any type of assessment on the content, owners, services or products offered from them.
8.3 In no way will the aforementioned links be considered as an endorsement, sponsorship, distribution or recommendation on the part of StockCrowd of the information, products and/or services, or, in general, content belonging to third parties, offered by these links or disseminated in any way by them.
8.4 In any case, StockCrowd does not accept any liability related to services provided by such third parties nor does it accept any liability for any claims of any nature and demands that could be brought or made in relation to the same.
9.- Nullity and inefficiency of clauses
If any clause in the present General Conditions of Use is declared totally or partially void or ineffective, it will affect only that clause or part of it that may be void or ineffective. If said clause or part of the clause is affected by the declared nullity it will not be considered a part of the General Conditions of Use unless said clause is an essential part of the General Conditions of Use. This being the case, it will not be possible to invalidate said clause.
10.- Applicable Law and Jurisdiction
These General Conditions of Use as well as any relationship between the user and StockCrowd will be governed by Spanish law.In case of conflict in the application or interpretation of this Agreement, the parties submit to the Courts and Tribunals that have current jurisdiction.
GENERAL CONDITIONS APPLICABLE TO PARTICIPATORY FINANCING SERVICES PROVIDED BY STOCKCROWD
1. SUMMARY OF CONTENTS AND CUSTOMER INFORMATION
1.1 Summary of contents
These conditions govern participatory financing services (the "Terms of Services") that are provided through the website www.stockcrowd.com and/or through certain functionalities incorporated in the Promoters' websites (hereinafter referred to collectively as the "Portal") and the requirements to be fulfilled by users registered in the Portal for access to them.These services are limited to making known to the public, through the Portal, certain business projects (the "Project" or "Projects") developed by legal entities validly incorporated in Spain or in another State of the European Union (the "Promoter" or "Promoters") who wish to obtain funding. Specifically, the Portal will put the Promoters in contact with individuals or legal entities that offer financing and that may be of different typology, detailed as follows:
a) People who offer financing hoping to obtain a cash yield, based on certain estimates of profitability offered by the Project. These Projects may be put in place through:* Issuance of securities representing the capital or shareholdings of the Promoter; or* Loan application by the Promoter.In future, people who participate or offer financing for said Projects will be called "Investor" or "Investors".
b) Persons who offer financing in a totally disinterested and altruistic way, or in exchange for a gift, reward or non-monetary consideration to be delivered or satisfied by the Promoter. These Projects may be implemented through:* Donations; or* interest-free Loans.* Rewards.Hereinafter, people who participate or offer funding for these projects will be called "Fan" or "Fans".The Portal, therefore, allows Investors and Fans to enter into contact with business projects and participate in their financing through investment, as detailed in and for each Project, through the mechanism known generally as "Crowdfunding".
Hereinafter, both the Investors, the Fans and the Promoters will be called Stockcrowd's "Customer" or "Customers".The owner of the Portal is the company "STOCKCROWD, S.L." ("Stockcrowd"), domiciled in Barcelona, Bruc street 145, entresol 2ª, with CIF B66647306 and registered in the Mercantile Registry of Barcelona in volume 45.101, Folio 67, Sheet number 476849, inscription.
The email address to write to for queries is [email@example.com] and the telephone number is +34 628 15 81 22, fax +34 936 33 86 25.Stockcrowd is an entity currently in the process of being authorised as a platform for participatory financing before the National Securities Market Commission in accordance with Law 5/2015 of April 27, promoting business financing (hereinafter referred to as the "Law").
The relationship between the Investors or Fans, as the case may be, and the Promoter of the corresponding Project will be governed by the terms of the loan agreement, share subscription, donation, reward, or any other contract that is made available through the Portal to finance the Project in question (the "Financing Agreement(s)"), which will be signed between the Promoter and the Investors or Fans as planned in section 4.3 of these Terms of Services and will also include, when applicable, the other clauses or sections of these Terms of Services.
The Models of Financing Agreements that Investors or Fans and Promoters may sign through the Portal, and by whose terms and conditions they will be bound, can be consulted on the Portal together with the information of each Project.For its part, the relationship between Stockcrowd and the Promoter shall be governed by a specific publication and licensing agreement (the "Publication Agreement") which shall establish the conditions relating to the publication of the Project in the Portal and the regulation of its relationships as a result thereof.By means of the acceptance of the present Terms of Services, the Client states:
i. That they have read, understand and comprehend what is set out here.
ii. That they assume all the obligations provided here.
1.2 Customer Information
a) The Portal does not provide advice to the Clients in relation to development or investment, nor does it assess the feasibility of the projects published in it, or the advisability or otherwise of carrying out a particular investment. Stockcrowd does not have the status of an investment services company, nor a credit institution, nor is it affiliated to or with any investment guarantee fund or deposit guarantee fund.To that effect, it is stated that the Projects are not subject to authorization and/or supervision by the National Securities Market Commission ("CNMV") or by the Bank of Spain and the information provided by The Promoter has not been reviewed by such institutions nor, in the case of issue of securities, does it constitute an informative prospectus approved by the CNMV.
In particular, Stockcrowd's activity does not constitute the provision of investment services for the purposes of the provisions of the legislation in force, especially in the Securities Market Law, articles 62 et seq. Included within the information disclosed to the Investors regarding each Project may be third-party assessments regarding their merits and their viability, in which case the source of such valuation will be indicated, without Stockcrowd being responsible for the same.It is also stated that the financing instruments mentioned in section 1.1.b) above, that is, Donations, Loans without interest and Rewards, do not require authorization of the CNMV in accordance with Article 46 of the Law.
b) The investment decision is the responsibility of each Investor or Fan, based on the merits they observe of each Project and its respective Promoters, and is carried out at their own risk and chance and will imply that the Investor, the Fan or the Promoter have carried out the checks, studies and analyses that they consider pertinent to make their decision, of which Stockcrowd shall not be liable in any way.Stockcrowd does not guarantee the success of the projects announced in the Portal, nor the achievement of their respective estimates of profitability, both those made by Stockcrowd itself and, as the case may be, third party valuations. In this regard, each Investor will assume the risk involved in the shares subscription or the granting of loans in favor of the Promoter or any other mode of participation, directly or indirectly, in the Projects through the Portal, and in particluar the risk of total or partial loss of invested capital (since there is no guarantee from the investment guarantee fund or the deposit guarantee fund), the risk of not obtaining the expected monetary return, and the lack of liquidity of the investment.
c) Third-party assessments of the merits and viability of each Project may be included within the information disclosed to the Investors, in which case the source of such valuation shall be indicated, with Stockcrowd bearing no responsibility for the same.Notwithstanding the foregoing, Stockcrowd may make and publish valuations in relation to the profitability of the Project.The information published on the Portal regarding the different investment alternatives can not be considered as investment advice, having, therefore, the value of mere commercial communications of a general nature.
d) Stockcrowd will fulfill its obligation to evaluate with due diligence the admission of Projects and their adaptation to the requirements set forth in the legislation that results from application, as well as with the implementation of fraud prevention measures as described in these Terms of Services and the Publication Agreement. Stockcrowd is not responsible for the veracity of the information provided by the Promoters within the framework of this evaluation process.
e) The payments made between the Investors or Fans, as the case may be, and the Promoter that are ordered through the functionalities made available to the Customers in the Portal will be carried out through the payments entity Lemon Way Ltd., ("Lemon Way"), which is duly authorized in Spain to carry out its activity as a payment entity in accordance with the applicable regulations.In order to do so, Customers, during the registration process at the Portal, must complete the procedures and subscribe with the aforementioned payment institution providing the relevant documentation to proceed with the opening of an electronic wallet that allows them to channel the appropriate payments through it.
The relationship between the Customers and the payment entity will be independent of the relationship between the Customers and Stockcrowd, notwithstanding the provisions hereinafter in these Terms of Services in relation to the authorisation and mandate by the Client to Stockcrowd for the consultation and control of payments by Stockcrowd in favor of the Customers through the payment entity and the matters regulated in section 15 of this document.The Client assumes the responsibility to carry out the checks, studies and analises that they consider pertinent to make the decision to open an electronic wallet with the payment institution.Customer holds Stockcrowd free of any liability that may arise as a result of delays or breaches by the payment entity in the provision of payment services.
f) Stockcrowd will advise Customers of the risks of using the Portal and of the participation by the Investors or Fans, as the case may be, in the financing of the Projects, in accordance with the provisions of The Law. In this regard, basic customer information will be available.
Stockcrowd will require a Promoter to be in the form of a capital company in accordance with Spanish law. The Promoter may not be considered a consumer for the purposes of the applicable regulations. However, Stockcrowd offers to the Promoter the possibility of withdrawing the financing of the Project in accordance with the provisions of section 3.7 of the present Terms of Services.
2. ACCESS TO THE PORTAL AND USE OF THE SERVICES
In order to access Stockcrowd's participatory financing services, the User must register on the Portal as a "Registered User" or "Customer", accepting these Terms of Services, accepting their application and providing certain personal information to that effect.Such information must be authentic and truthful, and it will be the responsibility of the Customer to keep it updated when it changes.
Stockcrowd reserves the right to exercise the claims and legal actions to which it is entitled in case of use of false information, assumed names or incorrect or incomplete contact data. In particular, Stockcrowd reserves the right to cancel the account of any Customer that had provided false, inaccurate, incomplete or inconsistent information at the time of registration or subsequent thereto.Registration in the "User Area" of the Portal will entail the creation of a unique account for each Customer, identified with a "User Name" and protected with an "Password".The Customer shall be liable to Stockcrowd for all the actions that are carried out by their respective account, being their responsibility to maintain the confidentiality of their password and communicate immediately to Stockcrowd any incident that occurs in connection with their account or with that password.Only persons who are of legal age and who have full capacity to act in accordance with the applicable legislation can be registered in the Portal and act as Customers or Registered Users.
The registration for the use of the Portal is free, without prejudice to the fees applicable to the provision of services that Stockcrowd may apply to the Promoters in relation to each Project, which will be borne by the Promoters of the Projects published in the Portal. In addition, those charges or expenses indicated at the time of registration may be applied, as the case may be, both to Investors or Promoters, in accordance with the present Terms of Services and in the rates list published in the Portal and which forms part of these Terms of Services.In particular, it is the responsibility of the Customer to comply with their fiscal, taxation and administrative obligations, as well as the presentation of all declarations and data that are required under the applicable regulations.Stockcrowd shall not be liable for any breach of any legal or contractual obligation on the part of the Customers, who shall hold Stockcrowd harmless from any damage, loss or damage that may be suffered as a result of such breach.
Additionally, Stockcrowd offers Customers a remote communication channel so that they can contact each other, before, during and after the actions that lead to the formalization of the Financing Contracts.The communication channel between the Investors or Fans and between the Promoter and the Investors or Fans, enabled by Stockcrowd through the Portal, will guarantee that all the information that is sent through that channel is accessible to the rest of Investors through its publication in a place easily visible from the Portal.Stockcrowd will make available to the Investors who request it the information sent through the communication channel enabled for this purpose, on a durable medium and for a term of not less than five (5) years from the closing of fund raising.
3. PUBLICATION OF PROJECTS IN THE PORTAL
3.1. Request for publication and registration of the ProjectAny Registered User or Promoter may propose to Stockcrowd the publication of one or more Projects in the Portal through a specific section or area of "Companies" provided for such purposes in the Portal.Notwithstanding the foregoing, no Promoter may simultaneously publish in the Portal more than one Project consisting of (a) the issue of securities representing equity or equity interests or (b) loans with interest.
Therefore, the request for publication of a new Project of such characteristics will be rejected or suspended until the financing period of the previous Project has been completed.The request for publication shall not imply any obligation of Stockcrowd in relation to the respective Project, whose publication in the Portal will be subject to the provisions of this section 3 and, in any case, that the Promoter meets the Conditions established in Chapter IV of Title V of the Law and the signing of the corresponding Publication Agreement.The request for registration of a Project confers to the Customer the status of "Promoter" in respect thereof, provided that StockCrowd has admitted the Project in accordance with the provisions of applicable legislation.When Stockcrowd receives a request for Project registration through the "Companies" Area of the Portal, it will analyse the information provided, and will contact the Promoter directly to request clarifications or additional specifications that it may deem appropriate. For such purposes, Stockcrowd may provide lists or forms that list the minimum information necessary to analyse the eligibility of each Project in accordance with these Terms of Services.
The information provided by the Promoter must be complete, truthful and sufficient. Stockcrowd will at all times maintain the confidentiality of the information provided and will use it exclusively for the purpose of verifying the seriousness of the proposed Project and the personal conditions and identity of the Promoter. Stockcrowd may carry out such inquiries and checks that it deems relevant in any public records (including, but not limited to, the Mercantile Registries, Property, Personal Property, Trademarks and Patents, etc.), as well as records of unpaid bills and other publicly accessible databases (public or private) in relation to the Promoter, its partners and administrators current or planned and the entities of their business group, as the case may be.In order to evaluate the Project, prove its identity, prevent fraud and incorporate the data in the Publication Agreement, Stockcrowd may request from the Promoter, among others, the following documentation and information:
i. Document proving valid constitution in Spain or another member state of the European Union.
ii. A document certifying the identity of the directors and partners, supporting documents proving no legal disqualification nor serving of a sentence for crimes or misdemeanors against property, money laundering, socioeconomic order, public finances or social security.
iii.Deeds of incorporation, appointment of administrators, of powers of attorney, of purchases and sales, of capital increase, etc.iv. Business plan that will include, among others, what the Project consists of, the business opportunity, a SWOT analysis, Project forecast, profitability, ROI, financing etc.v. Check for possible credit incidents: Balance Sheet and Profit and Loss Account for the current year of the Promoter, real and true numbers of financing, Cash Flow statement.vi. CVs of the executive team and psychotechnical test.vii Latest financial statements.viii. Any other information that may be relevant or necessary, depending on the type of Project and the type of financing that will be requested by the Promoter.Likewise, Stockcrowd will be able to carry out a due diligence and legal audit for which Stockcrowd will request from the Promoter, among others, bank statements, activity of the Project, target market and business plan, information related to the equipment, the investment, finances and activity of the Promoter.The information and documentation that Stockcrowd may request from the Promoter may vary based on the state, type and size thereof and according to the requirements established in the applicable legislation.
3.2. Entity for the promotion of the ProjectThe projects to be published in the Portal must be done through a legal entity duly constituted in accordance with the laws of Spain or in another member state of the European Union.In the case where the Project is proposed by an individual or by an entity that does not meet the above conditions, the identity and other data corresponding to the legal entity that will act as Project Promoter must be specified.In the event that the Promoter is not constituted at the time the request for publication of the Project is made, all information relating to the entity to be constituted must be provided to Stockcrowd, including in particular the chosen legal form, composition and ownership of its capital, governing and administrative bodies, corporate domicile and other data required by Stockcrowd, who may allow the publication of Projects by entities in process of incorporation when the pending process is that of registration in the Public registry, provided that such registration has been requested and is in the process of being processed.In such case, the Publication Agreement will establish a maximum term for the full registration of the Promoter, whose non-compliance will determine the cancellation of the financing campaign, with the same effects foreseen in the present Terms of Services in case the objective of financing is not reached.The Promoters or their partners, their management body or the members of their Board of Directors may not be disqualified in accordance with the provisions of Law 22/2003 of July 9, Insolvency or equivalent legislation of other Member States of the European Union, nor may they be serving a sentence for the commission of crimes or misdemeanors against property, money laundering, socioeconomic order, public finances and social security.
3.3. Business definition of the ProjectProjects that are announced in the Portal must meet certain specifications regarding the information that will be published. Such specifications are intended to enable a comparison between Projects and others on an equal footing and allow the exposure of the strengths and risks of each of them in a clear, homogeneous, non-discriminatory and transparent manner.The Promoter shall provide Stockcrowd with a general description of the Project to be published on the Portal, which shall be concise and in non-technical language, and which shall provide the necessary information to enable an average Investor to make an informed decision on Project financing.During the Project admission process, Stockcrowd may provide the Promoter with a template or format to which the exhibition of the Project and the business project that it implies must be adapted. In those cases where the Promoter does not have or has not developed the necessary information to fill this template, Stockcrowd may propose the participation of specialized professionals who can give support to the Promoter in the complete development of the business project. The services of such professionals will be subject to the fees that they freely agree with the Promoter.The Promoter shall be liable to the Investors or Fans, as the case may be, for the information provided to Stockcrowd for publication, exempting Stockcrowd from any liability derived therefrom.
3.4. Compliance with legal and contractual obligationsIt is the responsibility of the Promoter to strictly comply with all legal and contractual obligations applicable to them, including, in particular, but not limited to:a) Processing and obtaining the licenses and administrative permits required according to their field of activity and the nature of the Project, including, in particular, licenses and activity permits and those related to environmental regulations.b) Fiscal, taxation and Social Security obligations: making the corresponding declarations and settlements in a timely manner and paying any amounts by their respective due dates.c) Contractual obligations with third parties: having to refrain from using the Portal in a way that implies a breach of such obligations that may adversely affect the implementation and development of the Project.d) Compliance with the requirements and procedures applicable to the implementation of the investments and disbursements resulting from the campaign announced in the Portal.
3.5. Publication of the Project in the Portal and start of the financing campaignWhen Stockcrowd has satisfactorily completed the checks indicated in this section 3 and the Promoter has provided the information related to the Project in accordance with the specifications referred to in section 3.3, Stockcrowd and the Promoter will sign the Publication Agreement to regulate the publication conditions, taking into account the conditions they deem necessary to adapt and implement as provided in these Terms of Services to the particular characteristics of the Project. In particular, the Publication Agreement will include, among other aspects and depending on the typology of the Project, the following:
a) The contents that will be published in the Portal in relation to The Project;
b) The ways in which the Investors or Fans will participate, as the case may be, in the Project;
c) Estimated Project Profitability and the data on the basis of which this estimate has been made;
d) The period of the campaign and the minimum collection objective necessary to carry out the Project;
e) Costs of the services to be invoiced by Stockcrowd;
f) Any other information or stipulation that the parties deem necessary for the best definition of the contents to be published and the most effective regulation of their internal relations.
3.6. Forms of participative financingIn the terms and with the features that are determined in each case by the Promoter and Stockcrowd, the financing of the Projects may take the following forms:
a) Loans, including participatory loans, which may include convertibility clauses into the Promoter's capital. In this type, the Investors will be deemed to be creditors of the Promoter. This form of participatory financing will not require the adoption of a specific legal form by the Promoter.
b) Issuance of securities representing the share capital or shareholdings of public limited companies or limited liability companies, respectively. In this case, the Promoter is the legal entity that issues said securities or equity.
c) Donations and Loans without interest, where the Fans offer financing to the Promoter altruistically, with no personal interest.d) Rewards, where the Fans offer financing to the Promoter in exchange for a gift, reward or non-monetary consideration (such as goods or services) to be delivered or provided by the Promoter.
3.7. Information regarding the outcome of the financing campaignThe Promoter shall keep Stockcrowd informed about the status of the campaign, in such a way that the collection progress at each moment is duly reflected in the Portal for information of the Investors or Fans, as the case may be, and in particular for the purpose of determining the achievement of the minimum financing objective determining the success and achievement of the campaign.
3.8. Stockcrowd's relationship with CustomersAlthough the terms that will be offered to Customers through the Portal will be included in the Financing Agreements published and subscribed between the Investor or Fan and the Promoter through the Portal, and as specified in section 4.3 of these Terms of Services, Stockcrowd, will have no participation whatsoever in the relationship established between the Promoter and the Investors as a result of the financing campaign or the Financing Agreements signed between them.
Accordingly, the Promoter and the Investors or Fans, as the case may be, shall be solely responsible respectively for the performance of the Financing Agreements, as well as the present Terms of Services, without any imputation to Stockcrowd of any liability to Customers as a consequence of the total or partial breach by any of them of the terms and conditions provided in the aforementioned agreements.
3.9. Diligent execution of the Project and transparency guarantees The Promoter must develop the Project in terms that have been published in the Portal and in conditions of transparency with the Investors or Fans.To that end, the obligations to be borne by the Promoter vis-à-vis the Investors under the Publication Agreement and the Financing Contracts shall include the duty to provide periodic information on the development of the Project based on the fulfillment of the expected targets and objectives, as well as, as the case may be, the deviations that occur according to the initial estimates and estimates.The regularity of the information will depend on the specific characteristics of the Project and the Promoter, obliging the Promoter to provide true and accurate information about the campaign's status.
3.10. Cost of Services
a) For the PromoterStockcrowd will be entitled to receive from the Promoter a commission that will be calculated as a percentage of the total investments made by the Project during the campaign.The Publication Agreement will establish the means and terms of payment of said commission by the Promoter, as well as the percentage of commission applicable to each Project, according to the following scale:Fee of the payment gateway and custodian. Lemonway: 0.85% on each transactionStockCrowd rate for success: 2.5%-5% on the amount reached in the projectIn any case, the amount of the Stockcrowd commission will increase with the application of the Value-Added Tax, the rate of which is determined by current legislation.In addition, Stockcrowd may pass on to the Promoter the expenses incurred by the latter, for which it will issue the corresponding invoices for expenses and provide a copy of the supporting documents as proof thereof.Costs subject to reimbursement shall be specified in the Publication Agreement. To that effect, Stockcrowd will request from the Promoter a provision of funds at the outset that will subsequently be settled.
b) For Investors or FansStockCrowd WILL NOT CHARGE INVESTORS OR FANS ANY COMMISSION OR FEE for the use of its services.
4. SELECTION OF PROJECTS AND IMPLEMENTATION OF THE INVESTMENT
4.1. Access to the list and information related to the ProjectsClients will be able to access the list of Projects that are published or may have already finished in the Portal at any moment.The list shall contain, for the current Projects, a minimum description of each Project and the manner provided for the financing by the Investors or Fans, as the case may be, in the manner required by the Project, as well as the minimum amount of investment required to carry out the Project and achieve the Campaign goals at all times.In addition, each Project will have a page, section or specific part (the "Project Page") which can be accessed from the Project list, which will display all the information provided by the Promoter in relation to the Project, as well as the terms and conditions offered for the participation by the Investors in the same.
4.2 Selection of Projects by the Investor or FanAt the moment an Investor or Fan decides to participate in a particular Project and makes the necessary contribution for such purposes, they must do so through the menu of options that will be made available on the Project Page.As soon as they complete the necessary steps and give their consent to the commitments indicated therein, the Investor or Fan, as the case may be, will assume the responsibility derived from such acceptance for the purposes of the present Terms of Services.
4.3. Financing ContractsThe investment decision, expressed through the Portal via the Project Page, will imply that consent has been given to the subscription or formalisation by the Client of the Financing Agreement referred to in these Terms of Services and which, as described above, may consist of (i) a loan agreement, (ii) subscription of securities representing equity or equity, (iii) grant, (iv) loan without interest, or (v) reward, depending on the type of financing.
The model of the Financing Agreement may be looked up through a link provided on the Project Page.The Investor will give their consent to the Financing Agreement in question and will be bound by it with the Promoter through the express confirmation and acceptance of the terms and conditions of the same through the Portal, prior to the realisation of their contribution and participation in The Project.The model of the Financing Agreement may be consulted through a link provided on the Project Page in question prior to the formalisation of the investment. The Investor may download a copy of this Financing Agreement in an electronic format from the Project Page.Under the Project Publication Agreement, the Promoter will have confirmed the terms of the Financing Agreement and these will be deemed accepted by the Promoter to facilitate the Investor or Fan's adhesion thereto.
As indicated in section 3.8 of these Terms of Services, the Financing Agreements will constitute a direct contractual link between the Investor or Fan and the Promoter, of which Stockcrowd is not a part. In particular, Stockcrowd does not guarantee the performance by the Promoter or the Investors or Fans of the obligations that correspond to each of them under the Financing Agreements, nor the veracity of the information published in the Portal on the basis of which the Investor or Fan has adopted their investment decision.It is the responsibility of the Investor or Fan to analyse the characteristics of each Project and its Promoters, their viability prospects and the probability of meeting the estimated return on their investment. Likewise, in case of default by the Promoter of any of its obligations, it will be the sole responsibility of the Investor or Fan to take the corresponding legal actions in defense of their interests.
4.4. Payment of the investmentIn order to proceed with the payment of the investment or contribution, the Investors or Fans must open an account at the authorized payment institution, Lemon Way, which will act as an "electronic wallet". Thereon, they must make a deposit of funds by bank transfer from an account in their name or by payment with a bank card (provided that it too is in their name), in order to provide funds to the electronic wallet through which the investment or contribution will be executed.Through this system, the money or contribution of each of the Investors or Fans is differentiated from that of the other Investors and Stockcrowd's own funds as well as the Project Promoter's.The opening of an account or electronic wallet with the payment entity Lemon Way represents no cost to the Investors or Fans, nor opening fees, maintenance fees, nor fees for transfers either issued or received.Once the payment has been made in the Project by the Investor or Fan via the electronic wallet opened for this purpose in Lemon Way, the amounts entered will be blocked until
(a) the financing objective of the financing campaign in question is met, in which case the investment or contribution will be executed by transferring the amount to the electronic wallet opened at the payment institution by the Promoter, or
(b) the campaign is unsuccessful or terminated because the financing objective has not been reached, in which case the money invested becomes available again in the account or electronic wallet of the Investor or Fan, so they can access it freely.By accepting these Terms of Services, Clients agree to make the investment or contribution in question through payment systems and services enabled by the Lemon Way payment entity whose particular conditions can be consulted via the following LinkTherefore, on acceptance by the Investor or Fan of the Financing Agreement relating to the Project, the Investor or Fan, as the case may be, shall deposit the funds in the electronic wallet of the payment institution, as described.The Investor or Fan, by virtue of the present Terms of Services, authorises and confers a mandate in favor of Stockcrowd so that, in accordance with the Financing Agreement entered into with the Promoter, it can carry out the operational management and issue of payment orders from the funds deposited in the electronic wallet opened in their name in the payment institution.
Stockcrowd will only authorise payments from the electronic wallet of the Investor or Fan open in the payment entity in favor of those Promoters whose projects have committed to invest through the Portal, all in accordance with the provisions of the corresponding Financing Agreements and these Terms of Services and in accordance with the instructions that have been transmitted at any time to Stockcrowd through the Portal.The validity of the Financing Contracts will be subject to the effective payment of the funds in the electronic wallet of the payment institution that will be blocked until the successful closing of the financing campaign. In the absence of such funds, the corresponding Financing Agreement will not enter into force and will be without effect.In the event that the conditions for the payment of the investment are met, Stockcrowd will order the payment of the amounts in favor of the Promoter, as described in sections 4.5 and 4.6 of these Terms of Services.
4.5. Return of the amounts to the Investor or Fan.The Financing Agreements will be annulled and without effect and, therefore, the payments made by the Investors or Fans, as the case may be, will be released in the following cases:
a) If the financing campaign is unsuccessful because the financing objective has not been reached within the deadline set for it.
b) In the event that the existence of false, incomplete or outdated information is detected in the registration information of the Investor or Fan on which Stockcrowd relies at all times, or in the information that was provided during the registration process to a Project, which will determine Stockcrowd's ability to cancel the investment or specific contribution made or to revoke the financing campaign of the Project in question.In such cases, Stockcrowd will proceed with the release of funds paid by the Investor or Fan in the electronic wallet opened in the payment entity, leaving the Financing Agreement without effect.
4.6. Waiting List to Participate in a ProjectThe Project Page may consider the incorporation of Investors or Fans on the waiting list when, once the financing objective has been reached, the deadline for the campaign has not expired.Once the funding objective is reached, the final success of the campaign will be determined as provided in the following sections.
4.7. Campaign Success and return of documentation to InvestorsWhen Stockcrowd verifies that the objective of the financing campaign of the Project in question has been reached, it will communicate this information to the Promoter and the Investors or Fans, as the case may be, by e-mail ("Campaign Success Communication").Once the success of the campaign is determined and the payments made by the Investors are credited, regarding the financing campaigns which consist of the subscription of representative securities of capital or social participations of the Promoter by the Investors, the social agreements will be formalised and implemented, as appropriate and in accordance with the Financing Agreement signed between the parties. Within ten (10) business days following the submission of the Campaign's Success Communication, Stockcrowd must receive a copy of the public deed of capital increase duly presented in the corresponding Mercantile Registry, in order to send a copy of the same to the Investors. Once this extension has been registered, it must be sent by the Promoter to Stockcrowd for the same purposes.Likewise, in case the publication of the Project in the Portal has occurred while the Promoter is in the process of being set up, as provided in section 3.2, the Promoter will also send to Stockcrowd the documentation proving that the process of incorporation has been duly finalised.
5. INVESTOR CONDITIONS
Investors, throughout the registration process, shall provide Stockcrowd with all necessary information to determine the category of Investor to which they belong in accordance with the provisions of the Law.Investors may be "Accredited" or "Uncredited".
5.1. Accredited Investors"Accredited Investor" means: Those who are presumed to have the experience, knowledge and skills necessary to make their own investment decisions and correctly assess their risks, in particular:
i Financial institutions and other legal entities that, in order to be able to operate in the financial markets, must be authorised or regulated by States, whether they be members of the European Union or not.These will include credit institutions, investment services companies, insurance or reinsurance companies, venture capital entities, other closed-end collective investment undertakings and their management companies, pension funds and their management companies, securitisation funds and their management companies, those that usually operate with raw materials and raw materials derivatives, as well as operators contracting on their own behalf and other institutional investors.
ii. States and regional administrations, public bodies that manage public debt, central banks and international and supranational organizations, such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and others of a similar nature.
iii. Institutional investors that, not having been included in item (i) above, that invest in securities or other financial instruments as their usual activity.
iv. Entrepreneurs who individually meet at least two of the following conditions:• That their total of assets is equal to or greater than 1 million euros;• That the amount of their annual turnover is equal to or greater than 2 million euros; and• That their own resources are equal to or greater than 300,000 euros.
v. Individuals who meet the following conditions:• An annual income of more than 50,000 euros or financial capital of more than 100,000 euros, and• Apply to be considered as previouly accredited investors, and expressly waive their treatment as a "non-accredited" client. The acceptance of the request and waiver shall be made in accordance with the provisions of Sections 5.3 and 5.4 below and shall be conditional upon Stockcrowd making an appropriate evaluation of the Customer's experience and knowledge and ensuring that they can make their own investment decisions and understand the risks involved.
vi. Small and medium-sized companies and legal entities not mentioned in the previous sections when requesting to be considered as previously accredited Investors and expressly renounce their treatment as a "Non-accredited" Client, which shall be conditional on Stockcrowd's appropriate evaluation of their knowledge and experience.
vii. Individuals or legal entities that can prove the contracting of a financial advisory service by an authorised investment services company for the Financing Contracts and means of financing published on the Portal.Investors accredited under paragraphs (v) and (vi) of this section that do not provide financing or do not invest in a Project within a period of twelve (12) months, will lose their status as accredited, although they may recover it when they comply with the requirements established in the aforementioned paragraphs. Equally, they will lose the consideration of accredited when they make a request in writing to Stockcrowd.
5.2. Non-accredited Investors
Any Investor that does not comply with the provisions of section 5.1 above shall be considered as "non-accredited", which implies (a) a higher degree of protection; and (b) the limitation to their capacity to invest in projects published in the Portal and in the portals of participatory financing of third parties in accordance with the applicable law.Non-accredited Investors must declare to Stockcrowd, both during the registration process and before making any investment in the Portal, if they comply with the investment limits established in the Law or the applicable legislation, and they must state that they have been warned of the risks involved in the investments in the Portal Projects.Likewise, they must demonstrate compliance with the limits established in the applicable legislation and, when applicable, in the following section 6.2 in accordance with the Law.
5.3. Verification of identity and incompatibilities
Stockcrowd shall verify the identity of the Investor and, without prejudice to the applicable provisions on the prevention of money laundering and the financing of terrorism, shall inform the payment institution of the results of such verification if necessary.For such purposes, the Investor undertakes to provide Stockcrowd and/or the payment institution with the necessary documentation and accepts that the failure to provide documentation proving their identity will entitle Stockcrowd to refuse to register them as an Investor, as well as the making of Investments through the Portal.
5.4. Investor's Declarations
The investment made by the Investors through the Portal in accordance with the Financing Agreements and with the present Terms of Services, is made in their name, on their behalf and at their own risk.In this sense, the Investor knows and assumes the risk that the operations may not be successful, in the event that the Promoter does not fully or partially pay the payments that must be made to the Investors, or that the Promoter pays them in an untimely fashion, and that the investment in projects of participatory financing published in the Portal implies the assumption of the risk of total or partial loss of the investment, of not obtaining the expected monetary return and lack of liquidity of the investment.Likewise, in the case of investment through the acquisition of shares or shares issued or created by the Promoter, the Investor declares that he is aware that there is a risk of dilution of their participation in the investment they've made in the Promoter, of not receiving dividends and of not having any influence over the management of the same.
Notwithstanding the foregoing, in the investment process by an Investor in any project on the Portal, the Investor must confirm via the Portal that they comply with the Law on the investment amount and the number of Projects in which they participate as an Investor so that Stockcrowd can validate that it complies with the requirements set forth in these Terms of Service and the current regulations.Any Investor requesting their consideration as an accredited Investor shall expressly declare through the Portal that they have been advised that being considered an accredited Investor they are exposed to greater risks and enjoy less protection with respect to investing in a Project.This expression may be made at the same time as those referred to in paragraphs (v) and (vi) of section 5.1 above and these may be made through the Portal, following the instructions indicated therein.
6. LIMITS ON PROJECT INVESTMENT
6.1. Applicable limits to the Promoters and their projectsFor each Project the Promoters will request a financing objective and a maximum term to participate in it, taking into consideration the previous study of the Project and the documentation/information provided by Stockcrowd during the evaluation process.In the case of Projects whose financing consists of the issuance of securities representing equity or equity interests or in the application for interest loans, the maximum fund raising amount for each Project through the Stockcrowd Portal may not exceed five million euros (€5,000,000) for Projects directed exclusively to accredited Investors and two million euros (€2,000,000) in all other cases, it being possible to carry out successive campaigns that do not exceed the said amounts in twelve (12) months, as the case may be, as long as the Project permits it and Stockcrowd approves it.Stockcrowd may determine that funding and/or the maximum term to participate in the financing of the Projects may be exceeded up to a maximum of 25%, when there is a waiting list as provided in section 4.6 or when the circumstances of the Project, The Promoter or the campaign so warrant.If the financing objective is not reached within the set deadline, Stockcrowd will proceed to cancel the Project in question, communicating this both to the Investors or Fans who have committed their funds and to the Promoter, proceeding to the return or release of amounts paid so far by the Investors or Fans, as the case may be, to their electronic wallets so that they can freely dispose of them.Stockcrowd may establish, if the Project and the Promoter permit, that the financing campaign is considered successful when it has reached at least 90% of the funding target, after deduction of the participation in the Project that Stockcrowd may have, if any, in said Project and provided that the Investors or Fans and the Promoter are informed, prior to the investment, of such possibility and the assumptions that give rise to the same.
6.2. Limits applicable to "non-accredited" InvestorsThose Investors considered as non-accredited will have the following limitations for investment in Projects:i. No non-accredited Investor may invest or commit to invest through the Portal more than three thousand euros (€3,000) in the same Project.ii. No non-accredited Investor may invest or commit to invest more than ten thousand euros (€10.000) in a period of twelve (12) months, in projects published in the Portal.To this effect, Stockcrowd will require from the non-accredited Investors the declarations described in section 5.2.
7. MECHANISMS IN THE EVENT OF TERMINATION OF ACTIVITY
Since the Portal is based on software, hardware and network services (internet) systems, Stockcrowd does not guarantee access to and continuous or uninterrupted use of the Portal. As a result, the system may not be available due to unforeseen circumstances or force majeure, technical difficulties or network failures, or any other circumstances beyond Stockcrowd's control. In such cases, restoration of service will be attempted as quickly as possible without any liability to Stockcrowd.The Portal is housed in a secure data center owned by a specialised hosting company whose availability of service is guaranteed.
However, it is impossible to guarantee 100% service availability due to the large number of agents involved in the provision of the service.Stockcrowd shall not be liable for any errors or omissions contained in the Portal. Customers shall not hold Stockcrowd liable for or demand payment for damages due to technical difficulties or failures in the systems or in the network.Likewise, in the event of the definitive cessation of Stockcrowd's activity for any reason whatsoever, termination of the contractual relationship between Stockcrowd and the Customer will occur in accordance with section 12 of these Terms of Services.In such a case, the Client acknowledges that such termination will not affect the provisions of the Financing Agreements that have been subscribed to, which shall remain in force for the term established in said contracts and shall be governed by the provisions thereof. In such a case, the investors or Fans, as the case may be, shall coordinate with the Promoter the placing at their disposal, by the Promoter, of the appropriate mechanisms for the communication between them during their relationship under the Financing Agreements, without the Customers being entitled to make any claim against Stockcrowd for any reason.
8. MEASURES ADOPTED BY STOCKCROWD TO MINIMISE THE RISK OF FRAUD AND OPERATIONAL RISK
8.1. Measures to minimize the risk of fraud
Before accepting a Project, Investor, Fan and/or Promoter, Stockcrowd may make efforts to verify the identification of both the Client and its partners, administrators and/or related persons, by cross referencing the data provided by the Investor, Fan and/or Promoter with the public data available in the official records to determine: (a) Veracity of the same and (b) that they have the title and legal capacity to undertake the Project. This identification and analysis of the veracity of the Project includes, among others:• An analysis of the market in which the Promoter circumscribes the Project carried out by the internal teams of Stockcrowd.• The review with the necessary professionals of the contracts that should define the Project to ensure the enforceability of the obligations of the same.• Analysis of the corresponding public records.
Stockcrowd will periodically review its systems to detect the operations carried out using the Portal and compare them with the information received from the Customers and the requests, disbursements and payments that have been made with each Project in order to prevent any misuse or inappropriate use of the applications of the Portal by its employees, Investors, Fans or Promoters.Stockcrowd will have internally implemented and updated an internal code of conduct that will allow its employees to know what actions they can not perform and, if necessary, will be used to initiate the disciplinary actions that need to be taken against employees who violate it.
8.2. Measures to minimize operational risk
Stockcrowd will know the main aspects of the operational risks of its system, the different risk categories and will periodically approve and review the framework it uses for risk management operations. This framework should provide a definition of operational risk valid for the whole company and establish the principles to define, evaluate, monitor and control or mitigate these types of risks.Stockcrowd will, on a regular basis, conduct an internal audit of its processes to verify that they are efficient and allow the ordinary development of their activities in accordance with the policies, standards and guidelines adopted.Stockcrowd will set the framework for operational risk management established in specific policies, processes and procedures that can be applied and tested within the different business units and will ensure that Stockcrowd employees comply adequately.
9. RETENTION OF INFORMATION
Stockcrowd will keep the information that the Customers have supplied, either through the Portal or through any other means, for a minimum period of five (5) years.
10. CONFICTS OF INTEREST AND RELATED PROJECTS
10.1 Conflicts of interest
Stockcrowd maintains a policy of conflict of interest management, which is published in the Portal and can be accessed through the following link:
10.2 Related Projects
Stockcrowd may directly participate in Projects published in the Portal, provided that:i. Its investment does not exceed 10% of the financing objective of each Project or control the Promoter, in the terms provided for in article 42 of the Commercial Code.ii. It informs investors in a clear and accessible way of the amount of its investment, of that of its managers, senior executives and partners with significant participation, and of the spouses or persons with whom they live together in a spousal relationship as well as their relatives up to the second degree of consanguinity or affinity in each Project.Stockcrowd will publish in the Portal the criteria of its internal policy to decide its Investment in Projects, and will not participate in Projects published by other participatory financing platforms.
Internal Code of Conduct
11. PROCEDURES AND MEANS FOR THE SUBMISSION OF COMPLAINTS AND CLAIMS
Any complaint or claim by the Customer must be submitted in accordance with the Stockcrowd Customer Service procedure, which is available to the Customer at all times in the Portal, or through the email address firstname.lastname@example.org.
12. DURATION OF THE CONTRACTUAL RELATIONSHIP WITH STOCKCROWD
The contractual relationship derived from the present Terms of Services has an indefinite validity, unless Stockcrowd or the Customer decides to give notice of termination by means of written communication and terminate it at any time, in which case a minimum notice of fifteen (15) days must be given, without prejudice to what is provided in the Financing Agreement which, if applicable, has been entered into between the Investor and the Promoter, which shall remain in force for the term established in said contract and shall be governed by the provisions thereof.Stockcrowd may cancel the Customer's account at any time it detects a breach of these Terms of Services, without prior notice. This includes the possibility of canceling Projects in progress, in the event of cancellation of the account corresponding to a Client who has the status of Promoter.On the other hand, any Customer may terminate its relationship with Stockcrowd and close their account by means of the clauses expressly provided for such purposes.The cancellation or closure of the Client account will not affect the validity of the disbursement commitments assumed by the Investor or Fan in relation to one or more Promoters or terminate the confidentiality obligations set forth in these Terms of Services.
13. INTELLECTUAL AND INDUSTRIAL PROPERTY OF THE PROMOTER
The Promoter must refrain from using the Portal in a way that violates the rights of third parties in matters of intellectual and industrial property. In particular, prior to the publication of the Project in the Portal, it must expressly declare in writing that it is the owner of all intellectual and industrial property rights that are part of the Project.Stockcrowd reserves the right to cancel any campaign already under way if it becomes aware that the Promoter has violated any such third party rights, and the provisions of sections 3.7 and 4.4.1 apply to any such situation for the discontinuance of the campaign by the Promoter.The publication of a Project in the Portal implies the granting in favor of Stockcrowd of an indefinite, gratuitous, irrevocable and non exclusive license to reproduce, publish, adapt, modify and distribute the contents facilitated by the Promoter.
This license is granted for the exclusive purpose of allowing the publication of the Project in the Portal, as well as the display of such content in the activities that Stockcrowd undertakes to promote the Portal and its services.In addition, Stockcrowd will be authorized to modify the contents provided by the Promoter to the extent that it is necessary to adapt them to the technical requirements and characteristics of the Portal and its graphic interface.Notwithstanding the foregoing, the Promoter shall retain all intellectual and industrial property rights that correspond to it in relation to the contents provided to Stockcrowd within the framework of these Terms of Services and the applicable Publication Agreement. All Clients of the Portal, including those who assume the status of Investor with respect to the respective Project, must refrain from any action that affects, infringes or impairs such rights of the Promoter. It is the responsibility of the Promoter to take such legal action as may be necessary for the full exercise of such rights, and Stockcrowd shall have no obligation or liability whatsoever with respect to the guarantee and defense of the Promoter's rights against defaults by the Investors, Fans and/or any third parties.
14. STOCKCROWD LIMITATIONS OF LIABILITY AND INDEMNITY
Stockcrowd offers access to the Portal in the conditions of operation in which it is at any given time, without assuming any commitment as to the constant and permanent accessibility and the correct operation of the same at any given time. In particular, Stockcrowd does not ensure or guarantee:
i. That the Portal works correctly at all times and on all devices from which it is accessed;
ii. That the information and content that is presented in the Portal is correct, precise or complete;
iii. That the use of the Portal and/or the provision of the services are adequate for the achievement of the purposes for which the Customers access them;
iv. That the programming code corresponding to the Portal and its graphic interface, and, in general, any element of software or document downloaded to the Client's computer, comply with a particular level of security, so the user that accesses the Portal does so at their own risk.Stockcrowd does not guarantee nor is responsible for any information provided to any user by any means other than the Portal.In any event, Stockcrowd will not be liable for direct or indirect damages, lost profits, loss of opportunities, expenses incurred in work on behalf of third parties or loss of data affecting one or more Customers.In particular, Stockcrowd shall not be liable in relation to damages and/or loss that derive from:
a) The content of the advertisements that are inserted in the Portal nor the security or convenience of contracting the goods and services offered by the advertisers, with which Stockcrowd does not have or affirm to have any connection or responsibility and whose performance and actions will not be in any way the responsibility of Stockcrowd;
b) Any change that is introduced in the present Terms of Services as provided in section 2.1;
c)The existence of false, incomplete or outdated data in the information provided by the Customer at the time of registration at the Portal or after said moment.;
d) The disclosure by the Customer of the identification data of their account in the Portal (username and/or password), being the sole responsibility of the Customer to maintain the strictest confidentiality of said information.In any circumstance in which, due to being outside of case law precedent, Stockcrowd bears responsibility, this responsibility will be limited to the maximum amount of five thousand (5,000) euros per person per year.
15. PROTECTION OF DATA
The Investor or Fan authorizes Stockcrowd to use the personal data provided by these Terms of Services, in accordance with the provisions of Organic Law 15/1999 on the Protection of Personal Data.To that end, Stockcrowd may include the data of the Investor or Fan in an automated file and may use and transfer such data to third parties, including the Promoter, in order to comply with the content of these Terms of Services and to the campaign related to the project which is the subject of donation, reward and/or funding, without prejudice to the terms established in the Financing Agreement or others which the Investor or Fan has signed with the Promoter or third parties involved in the Project.The Investor or Fan authorises Stockcrowd to incorporate the data into other automated files that are under the immediate and direct control of Stockcrowd in order to, among other things, keep them informed about news, events and activities related to the platform.The Investor or Fan may exercise their rights of access, rectification, cancellation and opposition of their personal data by writing to the Stockcrowd address that is reflected in section 17 of these Terms of Services, enclosing a photocopy of their National Identity Document or equivalent.
16. CONDITIONS OF CONFIDENTIALITY
16.1 Stockcrowd's confidentiality obligations
Stockcrowd will maintain the strictest confidentiality on any content or information provided by any Investor or Fan and will not disclose or publish any data except when it has express authorization do so as granted by those Investors or Fans in each case. In particular, Stockcrowd:
i. Will only publish in the Portal and/or provide to the Investors or Fans the information regarding Promoters and Projects that is expressly included in the respective Publication Agreement;
ii. Will not keep the data and information that would have been provided by the Promoters and will not use them in any publication or communication, except when the Publication Agreement authorises Stockcrowd to keep them;
iii. Will only provide the Promoter of a Project with data related to the Investors or Fans that are incorporated in the corresponding Financing Agreement and that are necessary or useful for the establishment and/or development of said legal relationship between Promoter and Investor or Fan.
16.2. Promoter Confidentiality Obligations
The Promoter shall keep the identity of the Investors or Fans in its Project in strict confidence, as well as the amount and conditions of the investment, except where the maintenance of such confidentiality is incompatible with the execution of the formalities related to the investment itself or when the disclosure of such data is imposed by virtue of a legal obligation or a requirement by a competent authority.In addition, the Promoter will maintain the confidentiality of the terms of the Publication Agreement entered into with Stockcrowd, as well as any material or elements that have intellectual and industrial property rights belonging to Stockcrowd, except when such materials or elements are exposed to the public in the Portal.
16.3. Investors' or Fans' confidentiality obligations
The Investors or Fans, as the case may be, will maintain the absolute confidentiality of any information related to the Promoters and the Projects that they access through the Portal.In addition, the Investors or Fans will maintain the confidentiality of any material or elements subject to the intellectual and industrial property of Stockcrowd, except when such materials or elements are exposed to the public in the Portal.
Communications addressed to Stockcrowd may be sent by e-mail to the email address email@example.com or by postal mail to the registered office located in section 1.Communications to Customers will be made by electronic means or postal mail to the address and/or residence that the Customer provides at any time and must keep up to date at all times.
18. ASSIGNMENT OF CONTRACTUAL POSITION
Stockcrowd reserves the right to assign both its contractual position under the present Terms of Services in its entirety and, in part, to assign certain rights derived from said contractual position to a subsidiary or company of new creation or to any third party, without the prior consent of the Customer, provided that the applicable legislation permits. Stockcrowd will also notify the Customer of the assignment through the Portal.The assignment of rights and/or contractual position that, if applicable, takes place, in no case will negatively affect the contractual position of the Customer.The Customer may not, at any time, assign its contractual position or any of its rights and obligations under these Terms of Service, without the express prior written consent of Stockcrowd.Stockcrowd reserves the right to subcontract their obligations to any third parties under these Terms of Service, in whole or in part, without the prior consent of the Client.
These Terms of Service and the other instruments referred to herein constitute the sole agreement between the Customers and Stockcrowd and supersede any other previously existing Terms of Services.In the event that any section or clause of these Terms of Services is declared void or unenforceable, the application of said section or clause will be limited or excluded, as the case may be, in the manner that least affects the validity and effectiveness of these Terms of Services.The failure of the Customer or Stockcrowd to exercise any of the rights granted to them by virtue of these Terms of Service does not imply the waiver of such rights, which must be done in any case expressly and in writing.
20. COMPETENT COURT AND APPLICABLE LAW
These Terms of Service shall be governed by and construed in accordance with the laws of Spain.
Any dispute or controversy which originates from the present Terms of Services including, in particular, its own validity, construction and performance, shall be submitted to the courts and tribunals of the city of Barcelona, the Customer and Stockcrowd renouncing any other jurisdiction that may correspond to them, except when the extension or express submission of jurisdiction by virtue of rules of compulsory law does not apply.
Basic information for the Customer Investor
At StockCrowd we want you to be aware of the risks involved in investing through loans or any other form provided in each case through a participatory financing platform. Remember:.-You should not invest any money that you can not afford to lose. .- It is advisable to diversify your investments in several companies. .- Read the available information of each company and its Project carefully. If you have questions, contact an independent professional consultant.
2. Performance of the companies:
The profitability and value of your investment will depend on the success of the company (hereinafter also referred to as the "Promoter" in accordance with what is established in the Conditions of Services) and Project in which you invest. So if things are not going well, you may not get the return you hoped for and even in the worst of scenarios you may lose all or part of the money you are going to invest.Your investment is not guaranteed. This means that no one, neither StockCrowd nor the Project Promoter, nor any guarantee fund guarantees the recovery of your investment nor a minimum performance. Therefore, if you invest in a company and it is or becomes insolvent, StockCrowd will not refund the investment made.
3. Risk of not being able to influence the management of the company
Investors will not be able to influence the management of companies and projects financed through the participatory financing platform.
4. Lack of liquidity and transferability
Without prejudice to the specific characteristics of your investment and the specific conditions of the company or Project in which you invest, you must take into account the lack of liquidity of the investment since there is no (secondary) market in which you can offer, at any time, the sale, transmission or transfer of your investment, at any time, to other potentially interested persons or entities and, therefore, it can not be converted into cash immediately or quickly.
We recommend that investors create a portfolio of investments, maintaining a diversified portfolio and reducing the risks involved. To diversify means to distribute an amount of money among a number of investments.
StockCrowd is not an investment services company or a credit institution and is not affiliated with any investment guarantee fund or deposit guarantee fund.Participatory financing projects are not subject to authorisation or supervision by the National Securities Market Commission or the Bank of Spain; therefore, the information provided on the Projects by the Promoters has not been reviewed by such bodies nor, in the case of securities being issued, does it constitute an informative prospectus approved by the National Securities Market Commission.
7. Applicable fees and billing
a) Rates applicable to investors:
StockCrowd will not charge investors any fees or commissions of any kind.Promoters' fees:StockCrowd shall be entitled to receive from the Promoter an advance or provision of funds consisting of 0.85% of the total amount of the campaign or financing round to be published for the financing of the Project. Said provision will be billed in a timely manner and paid by means of a charge in the electronic wallet that the Promoter has arranged with the paying agent Lemon Way (ACPR accredited payment institution in France, with Interbank Code (CIB) 16568, as of December 24, 2012, authorised in Spain by the Bank of Spain for the development of its activity as Payment Entity without Establishment in Spain according to ART 25, DIRECTIVE 2007/64/CE AND ARTICLE 11, LAW 16/2009) and will be destined solely and exclusively to satisfy the expenses and commissions that said collaborating payment entity may apply.
Once the financing round has been successfully completed, StockCrowd will issue the corresponding invoice for its services and will charge the promoter's electronic wallet in accordance with the commission established by the operation, deducting the provision of funds previously anticipated by the Promoter, all in accordance with applicable rates and published by StockCrowd at any time.Lemon Way, the collaborative payment entity, shall in no case charge fees directly to the Investors and/or Promoters for the provision of their services, in accordance with the provisions of the Conditions of Services and the contracts that the parties may sign for such purpose.
In the event that the financing round or campaign does not finish successfully or that StockCrowd detects the existence of false, incomplete or outdated information in the investor's registration information that StockCrowd has at any time or in the information it has been provided during the registration process of a Project, StockCrowd will fully refund the money to all investors and will reimburse the Promoter for any portion of the advance funding provision that has not been used up to that time.In any case, the amount of the commissions that StockCrowd invoices to the Promoters will be specified in the Publication Agreement and will be increased by the applicable Value Added Tax rate at each moment.In addition, StockCrowd will be able to pass on the expenses incurred by the Promoter, for which it will issue the corresponding invoices of expenses and provide a copy of the supporting documents proving them. The expenses to be reimbursed will be specified in the Publication Agreement.
8. Contracting Process
As described in the Applicable Conditions to Participative Financing Services provided by StockCrowd through the Portal that the user accepts once registered, StockCrowd makes available to its clients (Investors and Promoters) the contractual models and subscription mechanisms necessary to structure the financing of the projects published in StockCrowd
Complaints and claims policy
Procedure for complaints and claims:The procedure will begin from the moment of filing a complaint or claim. Said claim or complaint may be made via non-electronic means (by post or courier), or by email to firstname.lastname@example.org provided that the identity of the claimant can be proven, can be read, printed and kept.The complaint or claim must include the following:
1) User identification: The user will be required to provide the following information and/or documentation:Name and surname, Address, National Identity Document or similar. In the case of representation, it must be legally and duly accredited.
2) Reason or cause of the complaint or claimThe reason for the claim, that is, the assumption, people or contact department of the platform and all the information that is available must be described in as much detail as possible. Likewise, all evidence and documentation relating to the events that occurred, as well as other relevant documentation must be sent.Likewise, a statement from the user must be made stating that he/she has not initiated any administrative, arbitration or judicial proceedings against StockCrowd prior to the filing of the claim.The user will have to indicate the means by which they want to be notified. Otherwise, they will be notified at their initial email account.
3) Date, place and signature of the user.
a) Means of Filing Complaints or Claims
1. Physical document on paper, sent by ordinary mail or courier to our registered address, that is, Bruc street 145, entresol 2ª, (08037) Barcelona.
2. Communication sent by email to our email address (email@example.com). The user will be required to indicate the word "Cancellation" or "Complaint" in the subject line of the email, as the case may be.
b)Deadlines for submitting complaints or claims
The user will have two (2) years to present any type of complaint or claim from the date on which the client was aware of the cause or of the facts on which it is based.If the claim is filed outside the period of two (2) years mentioned above, it will not be admitted to proceedings and this will be communicated to the interested party by email.
c) Deadlines for the resolution of complaints or claims
StockCrowd will have forty-five (45) calendar days to resolve the claim or complaint from the moment when StockCrowd notifies the user of the receipt of said claim or complaint, whether sent by ordinary mail, courier or by electronic means.
d) Procedure for the resolution of the complaint or claim
The procedure will begin on the date of receipt of the user's complaint or claim. In the event that the complaint contains no formal errors, StockCrowd will send by registered mail a notice of the date of filing of the user's complaint or claim and inform them that the platform has forty-five (45) calendar days in which to resolve the same.In the event that the platform receives a complaint or claim by a user with a formal error, StockCrowd will report thereon and communicate to the user by e-mail within a period of ten (10) calendar days from the notification, to remedy the formal errors of identification or accreditation of the facts that are the subject of the complaint or claim.If, within a period of ten (10) days, the User does not proceed to rectify the errors indicated by StockCrowd, the latter will file the complaint or claim without any other kind of processing.In this case, the calculation of the period of forty-five (45) days to resolve the complaint or claim will begin from the rectification of the indicated formal errors and the subsequent admission of the complaint or claim for processing.
During the resolution process of the filed complaint or claim, StockCrowd may request from the interested party any information, data or evidence deemed necessary to resolve the matter.The resolution by the platform will be motivated and reasoned according to the contractual clauses, adopted in good faith and based on the general principles of the Law.The resolution will be sent physically by certified mail or courier in addition to by email, allowing the User to print and preserve it for future claims in other ways.In the event that the User does not respond to the notification by StockCrowd to remedy the errors of their claim within 10 days, the platform will file away the complaint or claim without any other formality.
The user may abandon or give up on their claim or complaint at any time. Their renunciation will be the finalisation of the process. Likewise, StockCrowd may rectify the situation of the claim in favor of the User at any time, also marking the completion of the process and its consequent archiving.Complaints or claims will be accepted for processing, unless one of the following cases of non-admission is given:No correction of data essential for the identification of the user and subsequent processing of the complaint and/or claim.Repetition of the filing of the complaint or claim by the same User, when it was previously resolved by StockCrowd.Submission of a complaint or claim, or actions, acts or appeals that fall within the jurisdiction of administrative or legal bodies or arbitrators, are pending resolution or have already been resolved by the aforementioned bodies.Expiration of the period of two (2) years previously set forth in section c)In the event that, as a consequence of any of the aforementioned cases, the complaint or claim is not admitted, the User will be notified by email, indicating the reason or reasons for not being admitted. Likewise, the User will have ten (10) calendar days to answer or to claim what he/she deems appropriate.
Finally, StockCrowd will have fifteen (15) calendar days to resolve the claim or complaint. StockCrowd has the following email address where Users can raise doubts, make complaints and claims: firstname.lastname@example.orgIn addition, Users can raise doubts, make complaints or claims at the following telephone number: + 34 936 33 86 52
9. StockCrowd Auditors
UHY FAY & CO AUDITORES ASESORES, S.L.P. with its registered office in Barcelona, Avenida Diagonal 458, 7th floor, CIF B 64 664 352 registered in the Barcelona Mercantile Registry and registered in the Official Register of Auditors with the number S1911, is the audit firm of StockCrowd S.L.
INTERNAL RULES OF CONDUCT OF STOCKCROWD S.L.
Pursuant to article 55 h) of Law 5/2015 of April 27 on the Law on Promotion of business financing, one of the requirements for obtaining and/or maintaining authorisation as a Platform for Participatory Financing (hereinafter "PPF") is to have an Internal Code of Conduct (hereinafter "ICC"), that regulates the possible conflicts of interest and the terms of the participation of the administrators, managers, employees and proxies in the requests of financing that are instrumented through the PPF.For these purposes, this ICC identifies for STOCKCROWD, S.L. (Hereinafter "StockCrowd" or "Company") the types of conflicts of interest that may potentially arise in the scope of its activities and thereafter will indicate the procedures and measures put in place to manage conflicts of interest in a way that ensures that the activities of StockCrowd are developed independently and without detriment to the interests of its customers.Notwithstanding any other obligations that may be required by virtue of their employment or business relationship, applicable regulations or bylaws, the Internal Code of Conduct determines the behaviour and performance to be followed in relation to conflicts of interest, confidential information and the treatment of confidential information.
II. SUBJECTIVE SCOPE
The Internal Code of Conduct shall apply to all employees and directors of the Company, members of its management body, members of the advisory bodies of the same that may have been established, even if they they are not considered employees, as well as those other persons who offer advisory services or collaborate with StockCrowd and any other person that, in the opinion of the management body of the Company, should be integrated in the subjective scope of the same because of their special relationship with the Company and/or entities managed by the Company (hereinafter, "Obligors").
III. OBJECTIVE SCOPE
A conflict of interest will arise when the Obligor has, or there are within Stockcrowd's decision-making, at least two competing interests, that could jeopardise StockCrowd's impartial delivery of services.In particular, it will be understood that there is a conflict of interest when:
a) The Obligor may obtain a financial benefit, or avoid a financial loss, at the expense of a client;
b) The Obligor has an interest in the result of a service rendered to the client or of an operation carried out on behalf of the client, which is different from the interest of the client;
c) The Obligor has financial or other incentives to favor the interests of one client or group of clients over the interests of another client;
d) The Obligor carries out the same activity as the client;
e) The Obligor receives or will receive from a person other than the client an inducement in relation to a service provided to the customer in the form of money, goods or services, other than the standard commission or fee for that service.For there to be a conflict of interest, it is not sufficient that Stockcrowd or another Obligor obtains income/benefit if there is no potential detriment for a client, or that a client can obtain income/benefit or avoid loss, if there is no potential loss for another client.It will be understood that a conflict of interest may arise on those occasions when StockCrowd could obtain an extraordinary financial benefit or avoid a financial loss at the expense of the customer other than the remuneration for the services provided in the conditions of use and other contracts and agreements entered into with said client.
The following are the main situations in which conflicts of interest could occur:
a) Situations in which the Obligated Person has access to non-public information about customers that places him in a position of advantage over the rest of the market.
b) Cases in which the Obligor potentially has an interest other than the client's interest in relation to the provision of a service or the execution of an operation.
c) Situations in which recommendations can be skewed or certain projects presented to benefit the interests of the Obligor.
d) Develop activities, which directly or indirectly may involve direct or indirect competition with a client.
e) Situations of conflict between different departments of StockCrowd with conflicting business objectives and that can sometimes perform similar or confluent operations and with different orders.
f) Use of confidential information by the Obligors for personal purposes
g) Forwarding personal operations of an Obligor to those of clients to their detriment.
h) Giving preferential treatment to a client with respect to other clients, preventing the service from being rendered equally.
i) Other cases that may give rise to a conflict of interest.
In case of doubt regarding a situation that, in the opinion of an Obligor, may or may not be considered as generating a conflict of interest, it must be understood that the same has generated or can generate such conflict for the purposes of what is provided in this document.
IV. PREVENTIVE MEASURES AND CORRECTORS OF CONFLICTS OF INTEREST
IV.1.- Guiding principles of the Company's performance
In the performance of its activity, the Company will respect the principles of neutrality, diligence, transparency, orderly and prudent management, in defense of the interests of promoters and/or investors of StockCrowd. In particular, the Company must guarantee non-discrimination and equal treatment of all of them.The Company must have the appropriate means to carry out its activity and have established the appropriate internal controls, ensuring that it has all the necessary information about the Customers, keeping them adequately informed.Obligors, when they render their services to StockCrowd's clients, will always act with honesty, loyalty, impartiality, freedom of judgment and professionalism and in the best interests of their clients.On the other hand, they must refrain from intervening in or influencing decisions that may affect the persons or entities with which there is a conflict and must inform the administrative body or, as the case may be, the monitoring body that is created for this purpose, of conflicts of interest in which they are involved because of their activities outside of StockCrowd, their family relationships, their personal patrimony, or for any other reason.
IV.2- Preventive measures
In order to prevent and correct potential situations of conflict of interest, Obligors must adopt the following measures:
a) They will not make personalised recommendations to the Customers about the projects published in the platform.
b) They shall not, under any circumstances, disclose to customers the operations carried out by others except in the case that all of them participate in and are part of the same operation.
c)They must not encourage the performance of an operation by one Customer in order to benefit another.d)They must, in relation to the services and investment activities and specific auxiliary services performed, define the circumstances that give or may give rise to a conflict of interest.
e)In case of conflict between Customers, they will communicate it to those affected, being able to develop the services or operations in which the conflict is manifested only if those affected give their consent.
f)Between different departments of StockCrowd, certain areas may be involved in the same conflict of interest because they have different goals for their customers. In order to avoid this type of situation the following preventive measures should be taken:
(i)Each area will make its own decisions in an impartial and autonomous way;
ii)The Customer must be informed at all times about the decisions of each of the areas involved in his personal situation;
(iii)If any area believes that it can enter into a conflict of interest with another, it should automatically warn the other area and the Customer indicating the possible dangers that could arise from that conflict.
g)StockCrowd employees, directors and administrators may not use any confidential or privileged information to which they may have access for the performance of their activity in StockCrowd, which may favor or represent an added advantage to themselves, their families, intimates or other Customers of StockCrowd.
h)StockCrowd employees, directors and administrators must act at all times with loyalty to the Customer, putting the Customer's interest ahead of their own interests.Likewise, to the extent that their impartiality may be affected and, indirectly, may be prejudicial to the interests of one or more clients, the following general guidelines are established to prevent and/or manage conflicts of interest that may have arisen:
a)As representatives of StockCrowd, directors must always conduct themselves publically in a way that is commensurate with generally accepted social behaviour.
b)The performance of a management position in StockCrowd involves a high degree of responsibility, which must be reflected, among other aspects, in the necessary dedication of the manager's time to the functions that he/she develops so that they are carried out to the highest standards of quality of service.
c)StockCrowd employees, directors and administrators will not be able to accept commissions, gifts or special consideration of any kind that could affect or influence their decisions in the performance of their job. However, small gifts of minimal value, representative of a courtesy, are acceptable as they are a normal practice within the business relationship. They must never accept any amount in cash.
d)StockCrowd expects its employees, directors and administrators to exercise complete confidentiality and strictly professional use of all confidential or privileged information to which they have access. StockCrowd employees are prohibited from accessing information of any nature that is not essential to the development of StockCrowd's work.
e) Employees, directors and administrators shall refrain from granting, approving or exercising influence to approve projects or business between StockCrowd and its Customers in which their personal interests may conflict with StockCrowd's interests.
f) StockCrowd employees, directors and administrators must make available to StockCrowd any remuneration they receive in respect of subsistence allowances, fees or other similar from third parties, when acting in name of or on behalf of StockCrowd without prejudice to the prohibition established in section (c).
IV.3.- Performance in case of conflict of interest of Obligors
In the event of a conflict of interest according to the provisions of the Internal Code of Conduct, the Obligors affected must observe the following general principles of action:a) Independence: They must act at all times with freedom of judgment, with loyalty to the Company, its partners and customers, refraining from prioritising their own interests at the expense of those of the Company or those of partners or clients at the expense of others.b) Abstention: They must refrain from intervening or influencing decision-making that may affect the persons or entities with which there is a conflict and from accessing or using confidential information that affects that conflict, absent themselves from the consultative or decision-making bodies during the debating process and decision-making that affect the persons or entities in which there is conflict.c) Communication: Obligors shall inform the Board of Directors of any possible conflicts of interest in which they are involved because of their activities outside the Company, their family relations, their personal assets or for any other reason with respect to the Company, the clients or projects that are being analysed with a view to eventual publication by StockCrowd.
IV.4.- Communication of conflicts of interest.
In cases where it is not possible to avoid a situation of conflict of interest or potential conflict of interest, Obligors must notify the Board of Directors of StockCrowd to ensure, if it is deemed appropriate, that adequate means for independent decision-making are put in place.Communication must occur immediately and in writing after the Obligor is made aware of the existence or possible existence of the corresponding conflict of interest.Once received by the administrative body of [...] said communication may: (a) simply acknowledge it (which shall not be express), in which case the Obligor shall simply be obliged to comply with the provisions of this Regulation or (b) issue instructions to ensure that the necessary mechanisms have been put in place to avoid potential conflicts of interest.
IV.5.- Reserved information
Persons to whom this Regulation is applicable, that possess any kind of reserved information, defined as any information of a specific nature relating, directly or indirectly, to customers promoters or projects that are submitted to the Company for its publication, which will not be made public and that, being made or having been made public, could influence the assessment of the project or the client promoter:a) They shall safeguard such information and refrain from preparing or carrying out any type of operation in relation to the client or project to which the information relates.b) They will not communicate this information to third parties, except in the normal exercise of their work, position or profession. It shall be understood that Obligors who communicate information in the normal exercise of their work, position or profession (i) to the management and management bodies of the Company for the proper performance of their functions and responsibilities; (ii) to the external consultants of the Company for the proper execution of the assignment entrusted to them.c) They will not recommend or advise a third party that participates in the customer's project based on this information.d) They will establish security measures for their custody, archiving, access, reproduction and distribution.
IV.6.- Consequences of non-compliance
Failure to comply with the provisions of the Internal Code of Conduct will be considered a fault whose seriousness will be determined in the procedure followed in accordance with the provisions in force. The non-compliance by Obligors who have a labour contract with the Company, shall be considered professional misconduct.
V. RELATED PROJECTS
The provisions of these Internal Rules of Conduct will be applicable without prejudice to the right and possibility of StockCrowd as well as persons related to StockCrowd (as defined in this section) to participate in projects that are published in the portal or client web page specific to the campaign provided that the following requirements are met:
a) Participation may not exceed 10% of the financing objective of each project or allow control of the company, in the terms provided for in article 42 of the Commercial Code.
b) It will not participate in projects published by other participatory financing platforms.
c) StockCrowd will inform investors in a clear and accessible way of the amount of their participation, or that of the people listed above, in each project, also publishing on the internet the criteria of the internal policy that, if any, exists to decide their participation in projects.Likewise, this Internal Code of Conduct will apply without prejudice to the right and possibility of StockCrowd as well as persons related to it (as defined in this section) as promoters of participatory financing projects, provided that the following requirements are met:
a) StockCrowd will only be able to publish projects of which it is promoter in its own web page.
b) The objective of aggregate financing of projects that [...] promote will not in each financial year exceed 10% of the funds actually collected by all the participatory financing projects published on its website in the immediately preceding year.
c) StockCrowd will immediately inform investors in a clear and accessible way of the projects in which it or persons related to it are promoters.For the purposes of this regulation, persons related to StockCrowd shall mean the managers, senior executives and partners with significant shareholding in StockCrowd and the spouses or persons with whom such persons coexist in a similar initmate relationship as well as their relatives up to the second degree of consanguinity or affinity.
The Internal Code of Conduct will enter into force on the day of its approval.
VII. REVIEW OF THE CONFLICT OF INTEREST POLICY
In order to carry out a thorough review of the situations likely to create a conflict of interest which pose a significant risk of prejudice to the interests of one or more customers, this Regulation shall be reviewed annually by the Board of Directors of StockCrowd and shall be duly updated as necessary to reflect StockCrowd's activities, the development of projects and services, the type of operations initiated by clients and the actual cases in which this policy has been applied.
Glossary of Terms
It is a segregated account for each user. The user's funds are kept in this account while the campaign is active in order to avoid access to these funds during the life of the campaign. If the campaign ends successfully the participants' funds are released and made available to the company. If the campaign does not finish successfully, all the user's funds will immediately be returned to their account on the platform.
ACPR (Autorité de Contrôle Prudentiel et de Résolution)
This is the independent French administration responsible for supervising and regulating banks and insurance companies in France; it is run by the Banque de France.
1.- Incorporation of personal data into StockCrowd files
In relation to what is provided for in article 5 of Constitutional Law 15/1999, of December 13, on the Protection of Personal Data (hereinafter, the "PPD"), Users are informed that all data supplied through the Portal will be incorporated into the files owned by "STOCKCROWD, SL" ("StockCrowd"), whose other data are contained in Clause 2 of the Conditions of Use of the Portal, and are duly declared before the Spanish Agency for Data Protection.
In particular, the data corresponding to the registration in the user area, participation in one or more Projects and the remaining transactions that are made through the Portal will be incorporated into the file called "StockCrowd Users".
As a special rule, the data provided by the Promoters as part of the Project publication procedure will be included in the file called "StockCrowd Projects".
2.- Purpose of the collection of personal data
The collection of personal data via the Website is intended to allow for the correct provision of services and facilitate the fulfillment and execution of the contractual relationship, to sufficiently prove the identity of the User in order for the User to be able to participate as an Investor in the Projects, to carry out, where applicable, the management of receiving and making payments for services, even when the relationship is finished, to conduct internal studies on the effectiveness of the website, marketing, advertising and sales and to maintain a permanent communication channel with Users and Promoters.
The user who is interested in using our services, by accepting this Legal Notice, expressly agrees to StockCrowd S.L. sending them communications related to the development and activity of the Website, information on the main projects that are in the funding round at any time, newsletters, offers, advertising, and any other promotional information related to our activity, which we consider to be of possible interest to you. The user can at any time communicate to us their desire not to receive further communications.
3.- Transfer of personal data by StockCrowd
StockCrowd will not assign or transmit to any third party any personal data collected through its Website, except when expressly authorized to do so, such as for example to service providers that StockCrowd has entrusted to process data (e.g. Hosting providers). In this case, service providers will be bound by a service provision agreement containing obligations of privacy and data protection equivalent to those required of StockCrowd's own employees and they shall be expressly prohibited from transferring such data to any other person or third party. Once the contractual relationship with the service provider has been terminated, the data of the users that they would have had to access in connection with the provision of services will be returned or destroyed.
In particular, with reference to the passing of Investor-related personal data to Promoters, said passing will be made in accordance with the provisions established in the agreements between the Investor and the Promoter, the formulation and formalisation of which StockCrowd only takes part in order to include in the corresponding text the data provided by the User for this purpose.
In accordance with the General Conditions applicable to StockCrowd's Participatory Financing Services, the relevant contractual models will be provided to Investors, which will contain the personal data of the Investors as a contractual party in the transaction (the specific form of which will depend on the type of Project in question at any time). Therefore, for the provision of brokerage platform services, and depending on the type of Project in question and the specific form of financing that is structured for it, it is possible that it would be necessary for the personal data of the specific Investor to be made known to other Investors.
Likewise the personal data of Investors may be passed on to Notaries and Registrars when necessary for the formalisation of the corresponding investments.
4.- Third party data
During the Project publication process provided for in the General Conditions applicable to StockCrowd's Participatory Financing Services, Promoters may provide StockCrowd with data from third parties such as their referral partners, social managers and key employees. In such cases, it will be the responsibility of the Promoter to obtain the corresponding authorisation from each one of those affected, notwithstanding the communications StockCrowd may make to confirm said authorisation. The Promoter must keep StockCrowd harmless from any damages, including fines, incurred as a result of failure by the Promoter to obtain such authorisation from those affected.
5. Security measures
StockCrowd will implement security measures that are applicable at any time, and in particular those included in article 9 of the LOPD and its corresponding Development Regulation.
Any personal information will be encrypted before being transmitted. In this regard, StockCrowd works with a secure server using the Secure Socket Layer (SSL) protocol. The secure server establishes a connection such that the information is transmitted encrypted using 128-bit algorithms, which ensures that it can only be read on the Client's computer and the Website's computer. Thus, on using the protocol SSL it is guaranteed: 1. That the Client is communicating its data to the StockCrowd server and not to any other that may try to pass for it. 2. That data transmitted between the Client and the StockCrowd server is encrypted, avoiding its possible interception by third parties.
6.- Rights of access, rectification, cancellation and opposition
Any interested party can exercise their rights of access, rectification, cancellation and opposition of their personal data, under the terms provided in article 15 and subsequent articles in the LOPD. To do this, notice must be sent in writing to the email address email@example.com, indicating in the subject line the right of access, rectification or cancellation that is intended to be exercised and attaching a copy of the identity document of the sender.
Alternatively, the exercising of these rights can be carried out by writing a letter and sending it by post to the registered office of StockCrowd in Aribau 230-240, plant 5 A (08006), Barcelona, including the reference "LOPD Rights".
Notwithstanding the foregoing, upon termination of the contractual relationship with the Customer, StockCrowd reserves the right to retain Customer's data for as long as it is necessary to comply with its legal obligations. Once the legal deadlines for maintenance have been completed, the data will be deleted.