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GENERAL TERMS AND CONDITIONS ONEPLANETCROWD

(Version /1 February 2017 /English)

1. Definitions

  1. Terms and Conditions: these terms and conditions.
  2. Payment Service Provider: Buckaroo B.V. a private company with limited liability (besloten vennootschap) located at Zonnebaan 9, 3542 EA Utrecht, registered with the Trade Register under number 04060983, holder of a license as payment service provider issued by De Nederlandsche Bank N.V..
  3. Crowdfunder: A User that has made an Investment in a Project and/or a User that has made a Donation to a Project.
  4. Third Party Account: the escrow account held by Stichting Derdengelden Buckaroo and made available to OPC that is used for temporary management of the funds that have been pledged conditionally by the Crowdfunders to the Entrepreneurs.
  5. Funding Goal: The goal set by an Entrepreneur as to the amount of money the Entrepreneur wants to raise for his/her Project.
  6. Target Date: the final date on which the Funding Goal should be achieved.
  7. Donation: a donation made by a Crowdfunder to a Project.
  8. Donation Agreement: each electronic agreement between an Entrepreneur and a Crowdfunder concerning a Donation.
  9. User: each natural or legal person over 18 that has registered with the OPC Platform, thereby agreeing with these Terms and Conditions. A User can become a Crowdfunder or an Entrepreneur.
  10. Investment Agreement: each electronic agreement between an Entrepreneur and a Crowdfunder concerning an Investment.
  11. Investment: a Loan provided by a Crowdfunder to an Entrepreneur and/or buying of Products of an Entrepreneur by a Crowdfunder.
  12. Loan: each (convertible) (subordinated) loan provided by a Crowdfunder to an Entrepreneur based on an Investment Agreement.
  13. Entrepreneur: the User who’s Project has been admitted to the OPC Platform.
  14. OPC: Oneplanetcrowd International B.V., located at Mauritskade 63, 1092 AD, Amsterdam, registered with the Trade Register (Kamer van Koophandel) under number 61093904.
  15. OPC Platform: the online crowdfunding platform of OPC.
  16. Product: a product, produced or to be produced, or services to be provided, by an Entrepreneur that will be delivered to a Crowdfunder based on an Investment Agreement.
  17. Project: the project of an Entrepreneur that has been admitted to the OPC Platform.
  18. Project Page: the online page on the OPC Platform on which the Entrepreneur present his/her Project and corresponding financing submission.
  19. Project Agreement: the written agreement between OPC and an Entrepreneur containing the conditions pursuant to which the Project will be admitted to the OPC Platform.
  20. Admissions Procedure: The procedure performed by OPC to determine whether a User meets the requirements for becoming an Entrepreneur.

2. General

  1. The objective of OPC is to promote innovative ways of financing companies and initiatives for sustainable products and services. For this purpose OPC makes available the OPC Platform which enables Entrepreneurs to raise attention and capital for their Project and allows Crowdfunders to make a Donation and/or Investment in those Projects.
  2. When someone registers via the online registration form, he/she becomes a User and accepts the Terms and Conditions. A User can then make an Investment in – or a Donation to - a Project or request OPC to admit his Project to the OPC Platform.
  3. To be qualified as an Entrepreneur and to be admitted to the OPC Platform a User must meet the admission requirements of OPC. Whether a User fulfils the requirements for becoming an Entrepreneur will be determined through the Admissions Procedure. Every Entrepreneur with a Project on the OPC Platform has concluded a Project Agreement with OPC.
  4. OPC does not pass judgment on the chance of success or the risks of investing in a Project. No rights can be derived from the fact that an Entrepreneur passed the Admissions Procedure. As such Crowdfunders are entirely responsible for conducting their own assessment of any and all Projects of Entrepreneurs on the OPC Platform. If a Crowdfunder makes an Investment based on the information posted on the OPC Platform, he does so at its own risk.
  5. To be able to make an Investment through the OPC Platform as a Crowdfunder, User will enter into a separate Investment Agreement or a Donation Agreement with the Entrepreneur. That agreement will contain specific terms and conditions concerning the Investment in - or Donation to - the Entrepreneur and will be entered into electronically.

3. Applicability

  1. These Terms and Conditions apply between OPC and User, and also apply to each Investment Agreement or Donation Agreement entered into by a Crowdfunder and an Entrepreneur.

4. Regulations and Risks

  1. The Netherlands Authority for the Financial Markets (“AFM”) granted an exemption to OPC with respect to mediating in callable funds and is registered with number 19000021. Pursuant to this regime OPC is allowed to mediate in company loan agreements. Therefore, Entrepreneurs will never be private individuals. Strictly speaking, an exemption for mediating in callable funds means that OPC is not under continuous supervision of the AFM. But because the AFM wants to monitor the developments in the crowdfunding industry, OPC periodically report to the AFM on – inter alia – the size of OPC.
  2. For the payments made through the OPC Platform, OPC makes use of the Third Party Account. All funds on the Third Party Account are being held by a foundation that is independent from OPC, Entrepreneur and Crowdfunder. The Payment Service Provider controls the foundation. After a Crowdfunder makes the Investment and before the Funding Goal is achieved, the funds are being held by the Payment Service Provider on behalf of the Crowdfunder. This means that in case of bankruptcy of the Entrepreneur or OPC at that time, the Crowdfunder will receive a full refund of its Investment.
  3. Crowdfunder is fully aware of the risks of investing in a company. Furthermore Crowdfunder is fully aware that the Loans do not fall under the scope of the Dutch Deposit Guarantee Scheme or any other deposit guarantee scheme.
  4. Crowdfunder will not invest more than a responsible part of its investment portfolio in Projects.
  5. Crowdfunder will spread its risks as much as possible by spreading its total investment over different Projects.
  6. Crowdfunder may not invest more than an amount of 80,000 Euros in Projects - after deduction of Investments that have been repaid or written off.
  7. a. The first time a Crowdfunder exceeds the amount of 500 Euros for its total investment via OPC, the Crowdfunder will be given an investment test by OPC that the Crowdfunder must complete before he/she can complete the process of Investment. b. If Crowdfunder exceeds the amount of 5,000 Euros and each multiple of 5,000 Euros for its total investment via OPC, the Crowdfunder will each time be given a short version of the investment test by OPC that the Crowdfunder must complete before he/she can complete the process of Investment. c. The displayed results of the aforementioned tests will give the Crowdfunder an indication whether OPC is of the opinion that the Crowdfunder is sufficiently aware of the risk of investing via crowdfunding. This is not an advice to Crowdfunder to invest or to abstain from investing. Crowdfunder decides for him-/herself whether or not to invest. d. The results of the investment test are not binding. If a Crowdfunder has a negative result and wants to invest via OPC, the risks related to investing through crowdfunding are (again) pointed out to the Crowdfunder before Crowdfunder can continue the process of Investment.
  8. Crowdfunder is aware that OPC does not give investment advice. The available profiles of Projects of Entrepreneurs on the OPC Platform are explicitly not recommendations of OPC to invest in those Projects. Crowdfunders, either alone or with help of an advisor, are entirely responsible for conducting their own assessment of - and make their own decision with regard to - Investment in any Entrepreneur on the OPC Platform.

5. Privacy

  1. Personal data of Users are processed by OPC in connection with the services provided. The data of the Users shall be processed by OPC in accordance with the Dutch Data Protection Act (Wet Bescherming Persoonsgegevens) as further described in OPC’s Privacy Policy, which is available on https://www.oneplanetcrowd.com/en/s/privacy-policy. The Privacy Policy is an integral part of these Terms and Conditions. By accepting these Terms and Conditions, User automatically accepts the Privacy Policy.

6. Intellectual Property

  1. The content of the website of OPC and the OPC Platform are protected by copyright. With the exception of the information concerning the Projects that has been placed there by Entrepreneurs, OPC is the holder of those rights. Any unauthorized publication or reproduction of the content of OPC’s website is prohibited.

7. Liability

  1. OPC takes considerable effort to ensure that the OPC Platform is reliable as well as current. However, Users acknowledge that errors and defects may occur. OPC is not liable for damages as a result of incomplete or inaccurate information published on OPC’s website, except in case of gross negligence or wilful misconduct on the part of OPC, nor for damages resulting from problems caused by or typically related to the dissemination of information via the internet, such as breakdowns, interruptions, errors or delays in the provision of information or services by OPC or by Entrepreneurs to OPC.
  2. The information published on the OPC Platform only reflects the opinions of the Entrepreneur and not the opinions of OPC. OPC is no more than a facilitator between Entrepreneur and Crowdfunder, which role it fulfils by, amongst others things, performing the Admissions Procedure. OPC does not pass any judgment on the chance of success of – or the risks involved with investing in – a Project. OPC does not accept any liability for the risks involved with investing in a Project – unless in the case of wilful misconduct or gross negligence on the part of OPC. A decision by Crowdfunder to invest is entirely at the risk and expense of the Crowdfunder.
  3. The liability of OPC is at all times limited to direct loss. OPC is never liable for indirect loss. Indirect loss includes at least, but is not limited to: lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by third parties, loss of data and consequential damage.
  4. OPC reserves the right to change or erase the content of the OPC Platform at any time without previous notice.

8. Denial of User access

  1. If a User does not comply with the Terms and Conditions or the Project Agreement, OPC is entitled to deny the User access to the OPC Platform and to remove the content posted by the User.
  2. The fact that OPC exercises the rights granted to it by article 8.1 of these Terms and Conditions does not affect the applicability of these Terms and Conditions to Crowdfunder and Entrepreneur.
  3. OPC shall not be responsible for any damages or costs arising from the fact that OPC has exercised the rights granted to it by article 8.1 of these Terms and Conditions.

9. Miscellaneous

  1. If any article of this agreement is declared invalid or has no binding effect, this shall not prejudice the applicability of all the other articles of this Agreement.
  2. These Terms and Conditions, the legal relation between OPC and each User and between each Crowdfunder and each Entrepreneur upon entering into an Investment Agreement or Donation Agreement, are subject to Dutch law. All disputes arising out of or in connection with these Terms and Conditions shall be submitted by exclusion to the competent court in Amsterdam.
  3. The articles as set out in these Terms and Conditions, which by their nature are intended to continue even after termination of the Donation Agreement or the Investment Agreement, including but not limited to articles 7, 9 and 14 of these Terms and Conditions, will remain applicable after termination of the Donation Agreement or the Investment Agreement.
  4. OPC reserves the right to change these Terms and Conditions at any time. OPC will use reasonable effort to notify any User of any changes in the Terms and Conditions before the effective date of such changes.

10. Complaints

  1. For complaints User can contact info[at]oneplanetcrowd.nl. OPC will respond within three business days to inform User regarding the follow-up of the complaint. OPC will try to resolve the complaint as soon as possible.

11. Conclusion of the Investment Agreement

  1. Crowdfunder can make an Investment by entering into an Investment Agreement. This Investment Agreement is signed by the Entrepreneur before the start of the Project and will consequently be entered into electronically by the Entrepreneur and the Crowdfunder by the confirmation of Crowdfunder’s acceptance.
  2. The Investment shall consist of the procurement of a Loan from Crowdfunder to Entrepreneur, and/or of purchasing Products of the Entrepreneur.
  3. Each Project offers different possibilities to make an Investment, which are presented on the Project Page of the Entrepreneur.
  4. Each payment of an Investment by Crowdfunder shall be made subject to the condition precedent of Entrepreneur reaching the Funding Goal. Furthermore, each payment shall be made to the Third Party Account. The funds on the Third Party Account will be held by Stichting Derdengelden on behalf of Crowdfunder until the condition precedent of reaching the Funding Goal has been fulfilled by Entrepreneur. In case Entrepreneur fails to reach the Funding Goal on the Target Date, Crowdfunder’s payment will be refunded to Crowdfunder.
  5. If the Funding Goal has been met or exceeded by an Entrepreneur, the Entrepreneur shall pay a success fee - which has been agreed upon by OPC and Entrepreneur - to OPC.
  6. Crowdfunder has the option to terminate an Investment Agreement or to reduce the amount of the Investment in the first 24 hours after the conclusion of the Investment Agreement. This can be achieved by an email to info[at]oneplanetcrowd.nl in which Crowdfunder states the following: his/her full name and the Project, as well as the initial investment amount and the required investment amount or the desire to terminate the Investment Agreement. OPC informs Crowdfunder about this option after the conclusion of the Investment Agreement.

12. Formation of the Donation Agreement

  1. Crowdfunder can make a Donation by entering into a Donation Agreement. This Donation Agreement is signed by the Entrepreneur before the start of the Project and will consequently be entered into electronically by the Entrepreneur and the Crowdfunder by the confirmation of Crowdfunder’s acceptance.
  2. The Donation shall consist of a donation from Crowdfunder to an Entrepreneur - whether or not for a consideration from the Entrepreneur to Crowdfunder.
  3. Each payment of a Donation by Crowdfunder shall be made subject to the condition precedent of Entrepreneur reaching the Funding Goal. Furthermore, each payment shall be made to the Third Party Account. The funds on the Third Party Account will be held by Stichting Derdengelden on behalf of Crowdfunder until the condition precedent of reaching the Funding Goal has been fulfilled by Entrepreneur. In case Entrepreneur fails to reach the Funding Goal on the Target Date, Crowdfunder’s payment will be refunded to Crowdfunder. If the Funding Goal is reached on the Target Date, Crowdfunder’s payment will be transferred to the Entrepreneur.
  4. If the Funding Goal has been met or exceeded by an Entrepreneur, the Entrepreneur shall pay a success fee - which has been agreed upon by OPC and Entrepreneur - to OPC.

13. Management fee OPC and transaction costs

  1. As compensation for the work OPC performs for the benefit of the Crowdfunders in carrying out its services, OPC charges each Crowdfunder a percentage of the outstanding principal amount of the Loans related to the Investments by that Crowdfunder as a management fee. This management fee is levied on payments made by the Entrepreneur to Crowdfunder (principal and/or interest payments) as part of the Investment Agreement. If by any chance there is no payment by an Entrepreneur then the (the part of OPC’s) fee that is calculated on the basis of that specific Investment will lapse. For an overview of the management fee charged by OPC see page https://www.oneplanetcrowd.com/en/s/tarieven. The management fee as stated on the page previously mentioned at the time of an Investment will be and stay applicable to that Investment.
  2. If Crowdfunder decides to convert, in the event of a conversion-offer pursuant to a convertible Loan, no more management fee will be charged after conversion. By accepting these Terms and Conditions every Crowdfunder confirms that it agrees that the deduction referred to in paragraph 1 is effectuated by OPC.
  3. The Payment Service Provider charges costs for carrying out payment transactions. When a Project is successful - if the Funding Goal is reached on the Target Date - the Entrepreneur pays these transaction costs. If a Project does not reach its Funding Goal, OPC pays these costs. Hence, transaction costs are not passed on to Crowdfunders.

14. Product warranties

  1. Entrepreneur guarantees that the Products delivered to Crowdfunder comply with the Investment Agreement and the specifications of the Product as described in the Investment Agreement as well as the reasonably required standards for normal use of the Product in the Netherlands and the legislation in the Netherlands as it stands on the date of the Investment Agreement.
  2. Each guarantee ceases to have effect in the event that the defect of the Product is caused by, or follows from improper use of the Product, use contrary to the Product’s documentation - or manual - made available by the Entrepreneur, wrongful storage or maintenance of the Product by Crowdfunder or Third Parties, or when Crowdfunder or Third Parties have or have tried - without the written consent of the Entrepreneur - to alter, supplement or otherwise modify the Product, or if other goods that are attached that are not meant to be attached or if in any way processed or modified other than as prescribed. The Crowdfunder is not entitled to any guarantee if the defect is caused by or arises from circumstances on which the Entrepreneur has no influence over, including weather conditions (such as extreme rainfall or temperatures).
  3. If - in the opinion of an Entrepreneur - Crowdfunder has rightly invoked the guarantee and on time, the Entrepreneur has the following options: a. replacement; b. repair; c. a discount on the initial price of the Product in consultation with Crowdfunder.
  4. Upon choosing one of the aforementioned options, Entrepreneur is fully discharged of its obligations towards Crowdfunder. As such, Crowdfunder lo longer has the right to dissolve the Investment Agreement because of the defect, unless Crowdfunder cannot reasonably be expected to uphold the Investment Agreement. If Crowdfunder dissolves the Investment Agreement, Crowdfunder cannot claim any compensation.

15. Force majeure

  1. In the event of force majeure, Entrepreneur may suspend its obligations following from the Investment Agreement.
  2. Force majeure means: each non-attributable breach of Entrepreneur, including, but not limited to: strikes by the business of Entrepreneur or third parties, severe weather, fire, flood, storm, blockades, traffic hold-ups, exclusion, breakage or accident to machinery or lines of pipe, unavailability of raw material or supplies, overdue - or incorrect - delivery by subcontractors, non-compliance by subcontractors, illness of employees, riot, civil disturbance, war, nuclear accident, terrorist activity and acts of God.
  3. In the event the force majeure lasts over 60 - subsequent - days, both the Entrepreneur and the Crowdfunder have the right to dissolve the Investment Agreement. In the event of dissolution of the Investment Agreement parties cannot claim any compensation for the damage following from the dissolution.
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