Terms and Conditions
Effective date: 10.10.2017
- GENERAL PREDISPOSITIONS
The website www.beedoo.ch, hereafter called “the Site”, belongs to and is managed by the limited company Beedoo SA., hereafter called Beedoo, whose head office is established of Chaumets 19b, 1277 Borex, Switzerland, registered with the Trade register under number CHE-258.905.190.
Beedoo is connecting, on one hand, companies and/or private public agencies and/or associations (“projects owners”) eager to raise funds intended to finance their occupation with on the other hand, people eager to carry out an investment in the form of participations in the capital of a company (“Investors”).
The access to the homepage of the Site as some parts of its contents, is free.
Registration with the Site in the capacity as User implies the fact of having taken beforehand knowledge and accepted without reserve the present general terms. In the event of absence of acceptance and agreement on the whole of the provisions of these CGU, the Net surfer is not authorized to reach or use the platform.
Registration on the Site also implies to be an adult and to have legal capacity to contract.
Before validating his registration, the future investor will be invited to confirm that he actually acknowledges and accepts without any reserve the present general terms.
- GENERAL PROVISIONS OF THE SITE
REGISTRATION AND USER PROFILE
The Site is accessible for free. However, to be able to consult the offered complex services and to read relevant information, the user must be registered on the Site by using his user profile. For this purpose also, the user must accept the present general terms. They are accessible free and without registration, constantly, since the Site.
If the user acts in the name of a legal person, it confirms and guarantees that it has the authority necessary to engage the legal person whom it represents.
The duration of registration has one unlimited period, but the user can cancel the registration whenever.
To complete his profile, the user must complete various information on himself. The list of the fields to be completed for the registration is accessible constantly via the link “My Account” to be registered on the Site.
Beedoo can mention the name and the logo of its Customers on a list of references, for internal as external communication.
RESPONSIBILITIES AND RIGHT BEEDOO
The responsibility for Beedoo cannot be, in any case, engaged because of the difficulties of connection or access to the Site, whatever the causes are, of problems of routing or loss of e-mail.
Beedoo stores and publishes information which is indicated to him by the users, it cannot be held responsible, civilly or criminally, of any element of contents sent, diffused or put online by the users.
Beedoo is not responsible for the contents or remarks illegal, illicit, prohibited, racist, xenophobe, defamatory, obscene, shocking, insulting, inappropriate or discriminatory, which would be published by users of the Site.
Beedoo reserves the right to prohibit the diffusion of elements of contents which, without being necessarily illicit, could appear shocking, disturbing or inappropriate for certain visitors of the Site or of third.
INTELLECTUAL PROPERTY OF THE SITE
All the elements of the Site, in particular all the elements graphic, visual, sound, textual deposited by Beedoo are the exclusive property of Beedoo. It is forbidden to carry out any reproduction, representation or diffusion, even partial, of any particular element forming integral part of the Beedoo Website.
In some of its topics, the Site contains hypertext links towards emanating contents of third or to third parties websites managed by third parties.
Beedoo is not responsible for the quality or for the exactitude of these websites and their contents and cannot of considered as approving, publishing or authorizing these Web sites or their contents.
Consequently, the owners and managers of these sites are only responsible for the respect for the legislations and regulations applicable to the products and services which they offer on their site, in particular as regards price regulations, distance selling, consumer protection, and other.
In any case, Beedoo could not be held responsible towards the net users for a legal action brought against those by a third which would claim only the use of any of the elements of contents of the Site, or of the one of the products or services offered on the Site would undermine the one of its intellectual property laws. The Internet Users commit themselves using the Site in a way which does not harm to the other Internet Users and to other Internet Users and which is free from nuisances or nuisances. The Internet Users declare and guarantee that all the declarations and information towards or by the platform are veracious, exact, up to date and complete. The Internet Users agree to immediately provide any corrected information, if those previously provided are not veracious any more, exact, up to date and complete. The Internet Users only remain responsible for the contents for the messages, whatever their format (text, image, its), and their character (public or private) that they would leave if necessary on the Site.
The Internet Users also commit themselves to preserve its access codes to the Site (password and user name) confidential and not transmitting them to a third.
In the same way, the Net surfers commit themselves to not use the access codes of another Internet User from which they would come to be aware.
The Internet Users also commit themselves not to usurp the identity of a third and not being been registering like user of the site by using false data, whether those are purely imaginary or that they belong to a third.
EXEMPTION AND LIMITATION OF RESPONSIBILITY
The access and registration of the Internet Users on the Site are free.
On the other hand and notwithstanding the fact that Beedoo will take care of putting its site at the disposal of the Internet Users in a continuous and uninterrupted way, Beedoo reserves the right, constantly and without notice, to stop the access to the Site for reasons of technical order or others like putting an end to its services and this without being able to be in any case held way responsible for these interruptions and the annoying consequences possible which could result from this for the Internet Users or to third parties.
This is also the case if the interruption of access to the Site intervened during a raise of funds and if, because of this interruption, an Internet User found himself prevented taking part in the raise of funds and from concluding the contract from crowdfunding which is referred to it.
Beedoo is not be responsible in the event of interruption of the service and the results it could not be to him claimed any compensation for the chief of shortfall or loss of opportunity, of loss of chance, loss of profit or profit or waste of time.
Beedoo does not guarantee the good execution of its obligations by the Project or the recipient of the raised funds, this one depend on the Project owner.
The Investor will be with no recourse against Beedoo in the event of defect of the Project owner.
As mentioned, the Carriers of Project are the object of a preliminary selection by Beedoo which takes into account various criteria related to their profitability and solvency existing like with their growth prospects and of development futures, Beedoo does not guarantee and does not make any commitment as for their future performance or solvency.
With regard to the presentation of the Carriers of Project on the Site, the object of the activity of Beedoo is limited to give its opinion on profitability and solvency existing and on its growth prospects and of development futures, without this opinion not being able to constitute nor cannot be an interpreter like a council in investment as specified above.
The outputs of the past do not constitute a warranty of future outputs so that except the case of fraud, the responsibility for Beedoo could not be committed in the event of damage undergone by an Investor following the deterioration of the financial situation of a Project owner.
It is to the Internet User to make his own analysis of the project and, if necessary, to collect the advices of an advisor in investment. The opinion given by Beedoo on the Site has no authority to replace.
This is why Beedoo recommends, in case of doubt in the chief of the contributor as for the adequacy of this kind of investment in view of its personal situation, to collect as a preliminary the opinion of a professional financial advisor.
In any event, Beedoo will not be responsible for the possible damage which would undergo a contributor or investor because of a failure made by this last with his own obligations, in the event of failure made by the Project owner or a third or in the event of cause beyond control or fortuitous occurrence.
Beedoo declines any responsibility in the event of error, omission or inaccuracy of the information indicated about the Site, except the case of fraud.
If it were nevertheless to prove that the responsibility of Beedoo is committed notwithstanding the cases of exemption given in the articles above, the responsibility for Beedoo will be limited in any event to the amount of the remuneration which will have been paid to him by the Project owner.
In addition, Beedoo could not be held responsible for the possible inaccuracies or defects for validity of the legal documents to which the investor will have subscribed or adhered, this last having the obligation to understand the range, the contents and the legal consequences of these documents and, if necessary, to require a legal opinion.
Beedoo does not provide any professional advice.
Beedoo reserves the unilateral right to prohibit the access to whole or part of the Site to any Internet User:
– would use the personal data to which it can have access via the site to offer products or subscription-based services or to proceed to the sending in a large number of not requested e-mails (“spamming”);
– would carry reached in one way or another to the reputation of the Site or Beedoo;
– would undermine the intellectual rights of third party;
– would use the site at ends illicit, offensive, racist, indecent, threatening or fraudulent.
Beedoo also reserves the right to prosecute these same people and to claim repair for the injury to them which would have been caused to him.
By the use of the Site, any Internet User is informed and accepts that Beedoo preserves certain data relating to it such as, without this list not being exhaustive, its address IP, its e-mail address, its identity and its contact, any other information communicated voluntarily by the Internet User at the time of his registration or of the access and the use of the Site, as well as information relating to the pages which the Internet User consulted on the Site.
This information will be in particular used at ends of statistics, to manage the Site, to inform the internet Users of new fund raising or at ends of marketing.
Beedoo respects the legislation as regards protection of privacy. Any Internet User thus is entitled to be opposed free and without justification to the treatment of his data in personal matter at ends of direct marketing and to obtain the modification or the obliteration of the data relating to it. With this intention, the Internet User must inform Beedoo either by e-mail firstname.lastname@example.org at the address of it, or by mail addressed to the head office of Beedoo.
Beedoo is committed not to transmit to third parties the personal data collected pursuant to the article above and taking care to preserve their confidentiality, without the authorization prior approval and express train of the internet User as for their communication.
This authorization will not be necessary in the event of legal procedure or if Beedoo has to communicate these data in relation with the legislation relating to the fight anti money laundering and the financing of terrorism.
The present general terms are exclusively controls by the Swiss right. In the event of litigation the Swiss right will apply and the courts of the head office of the company only qualified.
If any of the provisions of these general terms are worthless or without effect, in some way and for whatever reason, this will not imply the nullity of the other provisions.
Beedoo will be able to modify the present general terms without having to justify its decision to the Internet Users. The Internet users need to consult the Site periodically in this respect.
The present general terms are written in French, language in which Beedoo will communicate with the Internet Users. The French version of these documents will apply in any case.
- GENERAL CONDITIONS REGARDING THE CROWDFUNDING
The service of Crowdfunding from Beedoo consists of promoting the projects who look for funds in exchange of equity (money against participation in the capital).
The projects are financed by Internet Users via the Site. Those receive for their contributions participations in the capital.
Through the Site, Beedoo do not provide any service of investment nor carries on any activity of investment.
In particular, Beedoo does not receive, does not transmit nor does not carry out any order on financial instruments. In the same way, Beedoo does not carry on any recommendation on investment. Beedoo does not manage any portfolio.
Beedoo does not hold any statute of service provider of investments.
Beedoo is not subjected to the regulation applicable regarding public offers of instruments of placement and to the admissions of instruments of placement to the negotiation on a regulated market. Beedoo does not undergo any requirement leaflet control of the communications in promotional matter.
The assets of the contributors are not shared within Beedoo.
There is no discretionary decision made by Beedoo as for the choices of the investments carried out by the contributors. Beedoo chooses the projects that it promote but does not decide instead of contributors as for the finality of their money.
There is no spread of the risk between the contributors: the risk of each contributor is limited only to the value of its investments.
INFORMATION INTENDED FOR THE PROJECTS OWNERS
Who can be a Project owner?
A Project owner can be any legal person or any natural person, whose head office is established in Switzerland or who is resident Switzerland, which is registered on the site and which accepted the present general terms. Old legal minimum for a natural person: 18 years.
Beedoo reserves the right to refuse the application of a Project owner, without having to justify its decision. In the event of rejection, Beedoo will not turn over the documents which were given to him such as the plane businesses or other supports.
Procedure of obtaining a financing of the crowdfunding type.
To obtain a financing, three stages:
To contact Beedoo via the form “project for project owners” or by e-mail or via the site who or not agrees to start a campaign;
To sign the offer of crowdfunding;
To emit a leaflet of emission as indicated in the article 652of a the Swiss Code of the Obligations (CO) (Resulting Emmissionsprospekt Leaflet) and documents and information of all the important aspects of the investment, such as given constantly;
Beedoo is neither the creator nor the distributor of the leaflet of emission and does not assume any responsibility in this respect.
The Project owners are informed that a leaflet of emission (or the absence of this one), like any other documentation and information such as the business plan are subjected to an obligation of the leaflet following the article 752of a CO (Swiss code of the obligations) and that the absence or the deficiency of the leaflet of emission can result for the Project owner that it is necessary to obtain an authorization under the terms of the banking law. Moreover, the Project owner by present, are informed responsibility for the founder members (Article 753 CO) and for their responsibility in the management and the administration for their company (Article 754 CO).
To convince of the Internet Users-contributors and to meet the conditions *.
Analysis of the candidates’ file:
The candidate contacts the members of Beedoo.
The candidature of financing is submitted to the analysis of Beedoo like possibly to its partners (expert, institutions or banks).
The following elements are checked: the viability of the project, the level of risk, the maturity of the Project owner, the coherence of the amount requested, the viability of the request with financing crowdfunding, etc
Beedoo is committed to inform the candidate by e-mail if its candidature is accepted or not, within a period of maximum three weeks (calendar days).
Signature of the contract.
Collaboration between Beedoo and the Customer are governed by a contract.
If the project of the candidate is accepted, the two parts sign the contract before the beginning of collaboration.
Legal conditions *
The projects Owner do not enjoy by any manner the funds invested by the Investors during the period of collection. These funds are not collected on a Beedoo bank account. Beedoo cannot use the funds during the period of collection.
The payments of the Investors “are released” by Beedoo, only if the preset legal tender conditions during the launching of the project are met, i.e.:
at least 100% of the full amount desired for the project must be obtained,
during the preset maximum delay;
and lists of the Investors and their expected exchanges must be signed by the Project owner.
In the event of non-observance of one or more of these conditions, the Project owner does not obtain any payment.
One period of collection of financing always presents a definite and limited duration.
Obligation of the Project owner.
The carrier of a project has six months maximum to deliver to its investors the participations in the capital.
INFORMATION INTENDED FOR THE CONTRIBUTEURS-INVESTISSEURS
Who can invest?
Any major natural person and/or any legal person can finance projects. Be minimum 18 years old.
To finance a project, the investor can pay amounts specified in the page of a project.
The carriers of projects do not enjoy any manner of the funds invested by the Investors during the period of collection. These funds are not collected on a Beedoo bank account. Beedoo cannot use the funds during the period of collection.
The application forms will have to be signed by the Investors.
Then, the payments can be carried out by credit transfer on an account of consignment whose details will be communicated by Beedoo with the contributors having chosen this method of payment.
Beedoo brings to the Project owner opportunity of raising funds while making it possible to Investors to invest directly in titles (generally shares) issued by the Project owner.
The Investor’s details are those specified in his profile. At the time of a transaction, Beedoo considers by default this details, but the investor can modify the address of delivery of the exchanged service.
Beedoo declines any responsibility in the event of error relating to the details and well informed in the profile or at the time of the transaction. The investor guarantees in good faith that the details are correct.
WHICH IS THE PROFIT FOR THE INVESTOR?
The projects are financed by Investors via the Site. They invest via contributions in exchange of participation in the capital (generally of the shares).
The Project owner has six months maximum to deliver to its investors the promised participations.
WHICH ARE THE RISKS FOR THE INVESTOR?
To invest in startup companies is very risky. Each investor becomes acquainted that, inter alia things, these investments can be prone to the important ones and brutal fluctuations of value and that a total loss and part of the investment is possible.
The investors know that these investments are not negotiated on a regulated market or recognized. It can thus be difficult or impossible for the Investors to sell these investments (absence of liquidity) or to obtain reliable information on the value of the investments or about the risks to which the investments are exposed. Beedoo does not assume any responsibility as for success for an investment.
Beedoo draws the attention of the investor to the fact that the service of the crowdfunding type does not return in the field of application of the traditional financial regulation.
Beedoo is neither a bank, nor a consultancy in financial placements.
Beedoo does not undergo any requirement leaflet control of the communications in promotional matter.
Beedoo is held legally only with obligations of means as for the checking of the reliability of the abundant data by the carriers of project. Beedoo cannot guarantee that it knows and controls the whole of the risks (high) inherent in the financed projects.
Beedoo is not responsible for the success of the financed projects.
The contribution involves a risk.
Beedoo cannot in any case to be held responsible for the non-delivery of the participation in the capital offered by the Project owner.
OBLIGATIONS OF THE INVESTOR
The contributor commits himself respecting the tax obligations which fall on to him and, for this reason, undertakes all the necessary tax declarations.
The investors have to respect the strictest confidentiality on all that they could learn at the time of the financing crowdfunding. The obligation of confidentiality will become null and void if information falls into the public domain apart from any intervention from the debtor part of the obligation.
Will be regarded as confidential all information relating to Beedoo and a Project owner, all the financial information, legal, technical, commercial, strategic, as well as the data, documents of any nature, drawings, concepts, trade secrets, know-how, will be transmitted by Beedoo or the candidate or made available of the contributor, whatever are the form and/or the support used (hereafter “Confidential information”).
The present clause will continue to produce effect throughout one six month as from the end of each stage of financing that it that is the cause.
Except contrary convention, the investors prohibit themselves throughout all collection of funds and for one six months duration as from the end of the end of the collection, to develop, directly or indirectly, on the Swiss territory, the project for which they took part.
This article can however prove to be null if the Project owner makes its agreement.
- GENERAL TERMS OF THE SERVICES OF CROWDFUNDING: CONDITIONS RELATING TO THE INVESTMENT
Beedoo does not act as financial intermediary nor in the capacity as qualified intermediary.
In addition, Beedoo does not act of advantage in the capacity as service provider of payment.
Lastly, Beedoo does not practice either an activity of intermediation requiring the adoption of a regulated statute.
The activity of Beedoo is not subject to the Swiss law on the collective placements, the stock exchange law and on the trade of titles, the banking law and the law of anti-money laundering. Beedoo is not supervised by the FINMA or any other regulatory authority in Switzerland or abroad.
By the acceptance of these general terms, the Investor declares being duly informed of these risks and to accept them.
Beedoo reinvests a percentage of the commission perceived by the Project owner in the capital action of the Project owner.
Beedoo provides a service to the Internet Users by putting them in the presence of Candidates – Investors and while enabling them to conclude a contract and thus to carry out an investment.
The Internet Users and Investors avoid making contact, in some way that it is and by some mode of communication that it is, with the Internet Users and the Project owners, except for the messages which they can send to them via the Site.
Indeed, the Site precisely has as an aim to put in the presence the Internet Users and Internet Users and it would be contrary with the goal searched by the Candidate-Project owner if this one were to collect observation, requests for information, considerations, or other claims on behalf of Internet Users and Investors differently than by the channel envisaged on the Site.
In order to avoid any nuisance in this respect to the Internet Users and Carrying project and, consequently, any nuisance or damage to Beedoo, the Internet Users and Investors avoid any unauthorized contact with the Internet Users and Carrying Project.
The non-observance of this obligation is likely to justify the access control to the Site, the immediate end of the contractual relation with Beedoo and possible continuations in damages.
Any question or requires concerning a raise of funds or a Project owner can be addressed to Beedoo intended for contact following: email@example.com.
The Internet Users and Investors declare that the source of the funds that they will transfer on Carriers project account is in conformity and does not rise from an illicit activity.
DURATION – INDEPENDENCE – NOT COMPETITION – ANY OTHER BUSINESS
Registration with the Site is made for an unlimited duration.
An Investor who did not conclude any contract with a Project owner can put unilaterally an end and without expenses to his registration by sending an e-mail to Beedoo: firstname.lastname@example.org
The cancellation if the registration of the Site and the subsequent end of the contractual relation with Beedoo will intervene within a period of five days from the effective reception by Beedoo of the e-mail or recommended cancellation.
An Investor who already concluded a contract with a Carrier from Project cannot put an end to this contract of which the duration is given.
As a long time as the registration last on the Site and for a one year period after the end of his registration, each Internet User avoids making directly or indirectly competition with Beedoo by organizing or developing a similar subscription for the Internet Users or Carrying project referred on the Site throughout this obligation of noncompetition.
The non-competition clause covers the Swiss territory as well as the territory of the countries bordering on Switzerland including the United Kingdom.
The provisions of these general terms are not dependent from/to each other so that the possible defect of validity of the one of them does not carry cancellation or the setting with nothing of the entirety of the general terms but only of the invalidated provision.
If a provision had suddenly been considered worthless by the law or with being declared inapplicable by a legal decision, the parts are appropriate to substitute for the litigious provision a licit provision which preserves the common intention of the parts like their economic position in all the measurement authorized by the law.
For recall, the FINMA does not supervise the field of the sand vat and that these deposits are not covered by the warranty of the deposits.
The Investor commits himself complying with all laws and rules which are applicable for him. He is the only one responsible for the tax treatment of his Contributions.
Any person nonresident fiscally in Switzerland which would wish to take part in a subscription in the capacity as Investor regarding a Raise of funds must as a preliminary check and make sure of the compatibility of such a subscription with the legislation in force in the State in which it resides, in particular as for the payment of taxes which could be due in this State because of the subscription.
A member who did not conclude from contract with a Project owner can unilaterally cancel without expenses his registration by sending an e-mail to Beedoo intended for contact following: email@example.com
This cancelation of the Site and the subsequent end of the contractual relation with Beedoo will intervene within a period of five days from the effective reception by Beedoo of the e-mail or recommended cancellation.
As for the investor who already concluded a contract with a Carrier from Project, it cannot put an end to this contract of which the duration is given.
It will be able however to ask for the cancellation of the registration on the Site as per above mentioned, which implies that he will not have any longer access to the relative information with the Raise of funds and the Net surfers to come.
The legal relation between Beedoo, on the one hand, and the Internet Users and Investors, on the other hand, are exclusively controls by the Swiss right and that any relating to it litigation falls within the exclusive competence of the courts located at the head office of Beedoo.