Beebonds terms and conditions
The Site (as defined below) is managed by BeeBonds, a limited liability company registered under company number 0658 962 075 and having its registered office at Avenue des Volontaires, 19 (Vrijwilligerslaan, 19), 1160 Auderghem (Oudergem) (hereinafter "BeeBonds"). BeeBonds "or the Company ").
BeeBonds advises Investors and Users (as defined below) to carefully read these General Terms and Conditions of Use (hereinafter the "Terms and Conditions"). CGU ") before using the Site. Access to the Services (as defined below) and the visit and use of the Site by Investors and Users attest to their consent to these GCU.
These GCU are written in French, the main language used by BeeBonds. The GCU can be communicated in writing to the User who so requests. They can also be downloaded by the User in PDF format by clicking here. The GCU are also available in Dutch and English. BeeBonds will communicate with the Investor or User in French, Dutch or English.
Table of contents
DEFINITIONS
In addition to the terms defined elsewhere in the GCU, the following terms beginning with a capital letter shall have the following meaning, unless otherwise specified:
Appendix : | Refers to any appendix to the GCU which forms an integral part thereof. |
Opinion : | Means any press release disclosing information relating, directly and/or indirectly, to the Fund-Raising, including any event that may occur after the closing of the Fund-Raising and until the Issue Maturity Date and that, in one way or another, could have a direct and/or indirect impact on the Issue. |
BeeBonds : | Refers to BeeBonds SRL, a limited liability company incorporated under Belgian law, having its registered office at avenue des Volontaires 19, 1160 Auderghem, registered with Banque Carrefour des Entreprises under number BE 0658.962.075, acting under the Alternative Finance Platform (AFP) authorisation issued by the FSMA on 23 April 2019, and to which the Issuer has entrusted the organisation, structuring and marketing of the Bond. |
Candidate-Investor : | Refers to the User who completes his/her profile to become an Investor. |
Customer(s) : | Refers to both Users and Investors. |
GCU : | Refers to the general terms and conditions of use of the Site, applicable to Investors and Users as well as to Issuers, governing the terms and conditions applicable to access to the Services and to accessing, visiting and using the Site. |
Expiry date : | Refers to the maturity date of the Bonds, i.e. the date until which the Bonds will bear interest, whether or not it is a Business Day. |
Issue Date : | Refers to the date of issue of the Bonds and from which the Bonds will bear interest. |
Interest Payment Date : | The dates on which the Issuer will pay the Bondholders the interest due. |
Redemption Date : | The redemption date of the Bonds on which the Issuer undertakes to redeem the principal amount of the Bonds at maturity. |
Early redemption date : | Means the date on which the Issuer decides to redeem the principal amount of the Bonds prior to the Maturity Redemption Date in accordance with the provisions set out in the Terms and Conditions. |
Data : | Refers to the Data provided by the User or Investor. |
Personal data : | Refers to Data relating to an identified or identifiable natural person. identifiable natural person "a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity. |
Issuer(s) : | Refers to the entity, a legal entity, being the subject on the Site of a Fundraising or Offer via the issue of debt securities in the form of Bonds. |
Bond issue : | Refers to the issue of subordinated bonds of a maximum amount, bearing gross interest on an annual basis, for a defined period, listed under an ISIN Code number, all of which is set out in the Information Memorandum. |
Force Majeure : | Means (1) the total or partial loss or destruction of the service provider's computer system or database where any of these events cannot reasonably be directly attributed to the service provider and it is not shown that the service provider failed to take reasonable steps to prevent any of these events; (2) earthquakes; (3) fires; (4) floods; (5) epidemics; (6) acts of war or terrorism; (7) strikes, whether declared or not; (8) lock-outs; (9) blockades; (10) insurrections and riots; (11) a stoppage in the supply of energy (such as electricity); (12) a failure of the Internet network or data storage system; (13) a failure of the telecommunications network; (14) a loss of connectivity to the Internet network or telecommunications network on which the service provider depends; (15) an act or decision of a third party where this decision affects the proper performance of this contract; or (16) any other cause beyond the reasonable control of the service provider. |
FSMA : | Designates the Autorité des services et marchés financiers |
Working day(s) : | Means a day other than a Saturday, Sunday or public holiday on which banks and foreign exchange markets are open for general business in Belgium and, if a payment in euros is to be made on that day, a business day for the system. |
Investor(s) : | Means any natural person or any legal entity duly represented having the legal and regulatory capacity to subscribe to the Bonds on the conditions detailed in the Information Memorandum and in the Terms and Conditions and having subscribed to Bonds on the BeeBonds internet platform and having thereby accepted their CGU. |
Fundraising : | Refers to the offer made on the site www.beebonds.com debt securities in the form of Bonds. |
Descriptive note : | Refers to the document published by BeeBonds containing information relating to the Fundraising. |
Information note : | Means the offer document drawn up by the Issuer in accordance with the Act of 11 July 2018 on public offers of investment instruments and admissions of investment instruments to trading on regulated markets. |
Financing objective : | Refers to the maximum amount to be issued, which may under no circumstances be exceeded in the context of the Capital Increase, as described in the Information Memorandum. |
Minimum Funding Objective : | Means the minimum amount to be issued on the Issue Date as described in the Information Memorandum. |
Bondholder(s) : | Means any natural person(s) or legal entity(ies) entitled to claim at any time, including during the Subscription Period, to be the beneficial owner(s) of Bonds. |
Obligations : | The subordinated bonds to be issued by the Issuer in connection with the Notes. |
Offer(s) : | Refers to a Fund Raising to which a corresponding Information Memorandum relates. |
Parties : | Designate BeeBonds and the User or Investor. |
Subscription period :
| Means the period, set out in the Information Memorandum, during which Investors may subscribe for the Bonds, subject to any additional subscription periods that may be organised. |
Persons concerned by a conflict of interest : | All persons acting on behalf of BeeBonds, such as its directors, employees and members of staff, who are involved in activities likely to give rise to a conflict of interest or who have access to privileged information or other confidential information relating to BeeBonds' customers or to transactions concluded with or on behalf of its Customers and/or the Issuers. |
Project(s) : | Refers to the project(s) more fully described in the Information Memorandum of each Issue to which the funds raised will be allocated. |
Register of Bondholders : | Means the register kept by the Issuer evidencing the Bondholders' ownership of the Bonds by entry in the said register and in their names in accordance with Book 5 - Articles 5:23 and 5:24 and Article 5:27 of the Companies and Associations Code. |
Services : | Refers to all the services provided by BeeBonds to enable (i) intermediation between Issuers and Investors via the Site in order to facilitate their interaction and promote the Projects and (ii) Investors to grant a Loan to Issuers and thus finance the implementation of the Projects. |
Site : | Refers to the BeeBonds website, www.beebonds.comThe site belongs to and is managed by the company. |
Third-party sites : | All websites other than BeeBonds. |
Subscription : | Refers to the ability of Investors to acquire Bonds during the Subscription Period via the BeeBonds platform under the terms of the Offer, as defined in the Offer Memorandum. |
Interest rate : | Means the annual rate of interest that the Bonds will bear until maturity of the Bond in accordance with the terms and conditions set out in the Terms and Conditions. |
Terms and conditions: | Means this document defining the terms and conditions of the Bonds and those for subscribing thereto, which are irrevocably binding on the Issuer. |
Third party : | Refers to any natural person, legal entity or authority other than the Parties. |
User : | Refers to any natural person or legal entity who has accepted the Site's Terms and Conditions without having completed a customer identification form, and who therefore cannot yet make an investment. |
INTERPRETATION
Unless otherwise stated, any reference in the GTCU to an "article" or "sub-article" shall be deemed to be a reference to an article or sub-article of the GTCU.
The headings and sub-headings of the GCU are provided for ease of reading only. They shall in no way affect or limit the scope, meaning or interpretation thereof.
Depending on the context, the terms referred to in Article 2 indicated in the singular also refer to the plural and vice versa.
The Annexes to the GCU form an integral part of the latter and any reference to the GCU implies a reference to the Annexes and vice versa.
The periods referred to in the GCU are calculated from midnight to midnight. They are calculated from the day following the day of the act or event giving rise to them. The due date is included in the period. When the due date is a Saturday, Sunday or public holiday in Belgium, the due date is postponed to the next working day, unless otherwise stipulated in the GCU. All deadlines are calculated in calendar days, unless otherwise stated. Periods established in months or years are calculated from day to day.
When a Party enters into a "best endeavours" obligation, this obligation does not imply the achievement of a defined result, but nevertheless requires that Party to exercise the enhanced diligence, care and skill expected of a professional in the field in order to achieve that defined result.
PURPOSE OF THE TERMS AND CONDITIONS
1. Use of the Services and acceptance
The GCU define the terms and conditions applicable to access to the Services and to access, visit and use of the Site by both Users and Investors and, in this context, describe in part the role and obligations of Investors and Users.
Registration on the Site as a User and/or Investor implies that you have first read and accepted these General Terms and Conditions of Use without reservation.
Registration on the Site also implies that the User is of legal age and has the legal capacity to enter into a contract. Before validating their registration, Users and/or candidate-Investors will be asked to confirm that they have read and accept these General Terms and Conditions of Use without reservation. If the User does not agree with the terms and conditions presented or does not wish to respect them, he/she will not be able to benefit from the Services offered by BeeBonds or use the Site as a User.
The GCU apply (i) for the User, as soon as he/she accesses the Site and until he/she leaves the Site and (ii) for the Investor, as soon as his/her Profile is created and until it is deleted. The contractual relationship between BeeBonds and the User or Investor begins when the latter accepts these GCU.
2. Changes
Any new version, update, change, modification, addition or removal of functionalities from the Site and/or Services is subject to the GCU.
The User or Investor is informed that BeeBonds reserves the right, at its discretion, to change, modify, add or remove all or part of the GCU at any time.
The User or Investor will be informed of any change, modification, update, addition or withdrawal of all or part of the GCU, either by sending an e-mail to the e-mail address given by the User on his/her Profile, or by displaying a related message on the Site.
Each version of the GCU will come into force on the date it is posted on the Site and will remain in force until the next amendment or update of the GCU. The User expressly acknowledges that use of the Site after any modification of the GTUs constitutes acceptance of the latter.
3. Third-party sites
The User or Investor acknowledges that accessing, visiting and using the Site may require and/or contain third party software or services, to which the licence agreements or general conditions of use of the Third Parties who own or are responsible for them apply. Insofar as BeeBonds makes this software or services available to the User, the licence agreements and/or general conditions of use of the aforementioned Third Parties will also apply with regard to this third party software or services, thus replacing the GCU with regard to the aforementioned.
Insofar as the User or the Investor has concluded a contract (of licence) with these Third Parties, this contract will find to apply between these aforementioned Third Parties and the User, without BeeBonds incurring the least responsibility or that the least obligation falls to BeeBonds in this matter. The User accepts the general conditions of use in question and, where applicable, the licensing agreement of the aforementioned Third Parties.
REPRESENTATIONS AND WARRANTIES OF THE USER OR INVESTOR
In general, the Investor or User declares and guarantees that neither his/her access to the Services, nor his/her access, visit and use of the Site infringe any law or regulatory provision in force.
By accessing the Services and accessing, visiting and using the Sites, the Investor or User is deemed to have reached the age of 18 and to have full legal capacity.
If the Investor or User is visiting and/or using the Site on behalf of a Third Party, company, organisation, government or other legal entity, he represents and warrants that he is authorised to do so and has the capacity to consent to any legal act, including any act of disposal, on behalf of such Third Party, company, organisation, government or other legal entity and that he has all the rights, authorisations and powers necessary to (inter alia):
- accept the TOS on behalf of the Third Party, organisation, government or other legal entity for which it is accessing the Services and accessing, visiting and/or using the Site;
- create a Profile as defined below.
The Investor or User shall ensure that all Data is accurate, complete and up-to-date and does not contain anything of a misleading nature.
The Investor or User shall ensure that the Data is accurate at all times and, if necessary, shall amend the Data as soon as possible.
BEEBONDS will rely on the Data, unless it knows or has reason to believe that the Data is inaccurate, incomplete or out of date.
BEEBONDS will carry out any necessary verification and rectification of Data in the event of any doubt as to the accuracy and/or completeness of such Data, particularly in the event of any contradiction between some of such Data.
The User declares and guarantees that the Data may validly be transmitted to BEEBONDS and/or any Third Party designated by it and, where applicable, appear on the Site.
The User guarantees BEEBONDS against any recourse from any person, including other Users, Investors and/or any Third Party relating to the reproduction, publication, hosting and distribution of the Data. The User declares and acknowledges that he/she alone is responsible for the content of any messages left on the Site, regardless of their format (text, image, sound) and their nature (public or private).
SERVICES
1. Services provided by BeeBonds
BeeBonds provides alternative financing services, in its capacity as an Alternative Financing Platform (AFP), within the meaning of Article 4, 1° and 2° of the Act of 18 December 2016 organising the recognition and supervision of crowdfunding and containing various provisions relating to finance (hereinafter the "Crowdfunding Act") providing alternative financing services on the Site, for the benefit of both Issuers and Investors (the "Services").
Within this framework, BeeBonds is approved as an Alternative Financing Platform (AFP) and is registered on the ad hoc list maintained by its supervisory authority, the FSMA. BeeBonds' authorisation was granted on 23 April 2019 by the Autorité des Services et Marchés Financiers (FSMA), which is based at rue du Congrès, 12-14, 1000 Brussels and whose website is www.fsma.be.
2. Services not provided by BeeBonds
BeeBonds does not provide any investment services and does not engage in any investment activity within the meaning of Article 2, 1° and 2° of the Law of 25 October 2016 on access to the activity of providing investment services and on the status and supervision of portfolio management and investment advisory companies.
BeeBonds does not receive, transmit or execute any orders relating to financial instruments within the meaning of Article 2, 1°, 1) of the Law of 25 October 2016 on access to the activity of providing investment services and on the status and supervision of portfolio management companies and investment advice companies (as defined by Article 2, 1°, of the Law of 2 August 2002 on the supervision of the financial sector and financial services).
Similarly, BeeBonds does not engage in any investment advisory activity and does not provide any personalised recommendations within the meaning of Article 2, 9° and 10° of the Law of 25 October 2016 on access to the activity of providing investment services and the status and supervision of portfolio management and investment advisory companies.
BeeBonds does not carry out any portfolio management activity or financial instrument placement activity within the meaning of Article 2, 1°, 7. and 8° of the Law of 25 October 2016 on access to the activity of providing investment services and on the status and supervision of portfolio management and investment advisory companies.
BeeBonds does not engage in any activity of placing financial instruments within the meaning of Article 2, 1°, 7. of the Law of 25 October 2016 on access to the activity of providing investment services and on the status and supervision of portfolio management and investment advisory companies.
BeeBonds does not act as a financial intermediary or as a qualified intermediary within the meaning of article 2, 9° and 10° of the law of 2 August 2002 on the supervision of the financial sector and financial services.
BeeBonds does not act as an intermediary in banking and investment services within the meaning of article 4, 2° of the law of 22 March 2006 relating to intermediation in banking and investment services and the distribution of financial instruments.
BeeBonds does not provide any payment services within the meaning of Article I.9, 2° of the Code of Economic Law and does not act as a payment service provider within the meaning of Article 5 of the Law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions or as an agent of a payment institution or electronic money institution within the meaning of Articles 71 to 74 and 190 of the same law.
Nor does BeeBonds act as an agent of a payment or electronic money institution within the meaning of article 4, 15° of the law of 21 December 2009 relating to the status of payment and electronic money institutions.
BeeBonds is prohibited from holding the Contributions and from having mandates or powers of attorney over the Investor Portfolios, the Issuer Portfolios, the Investor Accounts and the Issuer Accounts.
BeeBonds may not under any circumstances have mandates or powers of attorney over the Portfolios or Accounts of Investors or Issuers by virtue of article 17 of the crowdfunding law.
PRIOR INFORMATION
1. General framework and prospectus law
The Fundraisings as well as the services offered by BeeBonds within the framework of its Site and in particular the Fundraisings within the framework of its approval as an Alternative Financing Platform constitute public offers of investment instruments within the meaning of the Law of 11 July 2018 on public offers of investment instruments and admissions of investment instruments to trading on regulated markets (hereinafter the "Prospectus Law").
In the context of the law of 18 December 2016 organising the recognition and supervision of crowdfunding, BeeBonds requires that the Fundraising presented on its Site for Subscription by Investors be managed in the exclusive interest of Investors.
Except where the Financing Objective exceeds €5,000,000.00 (five million euros), calculated over a period of twelve (12) months, the Issuers are exempt from the obligation to publish a prospectus prior to the Fundraising, in accordance with Article 7 of the Prospectus Law.
In the absence of a prospectus, FSMA does not carry out any due diligence on the information provided on the Site regarding the Issuers, the Projects and the Fundraisings organised.
2. Information notes
In accordance with Articles 10 to 19 of the prospectus law, Investors will be informed of the terms and conditions of the Fundraising organised by BeeBonds and offered for subscription via the Site www.beebonds.com as part of its approval as an Alternative Financing Platform by means of Information Notes which meet the following conditions in accordance with the aforementioned law:
- Content that is accurate, fair, clear and not misleading;
- Contain information about the Issuer ;
- Limit the amount and nature of the investment instruments offered;
- Contain the reasons for and terms of the offer, the risks attached to the Issuer and the investment instrument concerned.
In addition, the Information Notes contain a brief description of the following items:
- A description of the principal risks specific to the Issuer and the investment instruments offered ;
- Information about the Issuer, including the Issuer's annual accounts;
- Information about the conditions and reasons for the offer;
- Information on the characteristics of the investment instruments offered.
The Information Notes meet the following conditions:
- Drawn up as a single document in comprehensible language;
- It should be concise and not exceed fifteen A4 pages in length;
- Presented and laid out in a way that makes them easy to read, with a legible font size.
FSMA does not carry out prior checks on the Information Memoranda or on the information provided on the Website relating to the Issuers, the presentation thereof or the Fundraisings organised.
In accordance with FSMA Communication 2018-09 of 22 June 2018 - Implementation of the Prospectus Regulation - drafted in application of the law of 11 July 2018 correcting on certain points the law of 18 December 2016, BeeBonds will communicate to FSMA, at the latest on the day of the opening of the Fundraising to the public, the related Information Memorandum.
3. Prior information in the context of the obligations arising from the Code of Economic Law applicable to distance contracts relating to financial services (Article VI.58 of the CDE).
Supplier information
BeeBonds SRL, a limited liability company under Belgian law, having its registered office at B - 1160 - Brussels, Seed Factory, Avenue des volontaires 19, registered with the Banque Carrefour des Entreprises under number 0658.962.075, whose VAT number is BE0658.962.075. In addition to by post, BeeBonds can also be contacted at the following e-mail address: hello@BeeBonds.com ;
BeeBonds' activity is subject to an approval regime. Pursuant to the Act of 18 December 2016 organising the recognition and supervision of crowdfunding and containing various provisions relating to finance. BeeBonds is approved as an alternative financing platform and is registered on the ad hoc list maintained by its supervisory authority, the Autorité des Services et Marchés Financiers (abbreviated to "FSMA") established at rue du Congrès, 12-14, 1000 Brussels and whose website is www.fsma.be.
Information on the financial department
The financial service that the Investor will receive is an alternative financing service and consists of the possibility for the Investor to subscribe to a Capital Raising and therefore to make an investment in the form of a Bond Issue;
The access and the inscription of the Customers to the Site of BeeBonds are free so that no remuneration is due by the Customers to BeeBonds in accordance with article 17 of the GCU;
Article 20 below sets out the tax treatment of the investment for the Investor with regard to withholding tax. BeeBonds is not aware of any taxes other than those mentioned in Article 20;
Article 8 refers to the risk incurred by the Investor when investing in a Capital Increase issued by an Issuer;
The information provided in these GCU remains valid until it is amended in a new version of the GCU in accordance with article 4.2 above;
In accordance with article 16.2.1, the amounts subscribed are paid directly by the Investor to the account opened by the Issuer specifically for the Fundraising. Repayment of capital and accrued interest will be made by the Issuer to the Investor's bank account that it has referenced;
No specific additional cost relating to the use of the Internet as a means of distance communication will be payable by the consumer.
4. Right of withdrawal and distance contracts
As described in article 4.1.4, the contractual relationship between BeeBonds and the Customer begins when the latter accepts the present GCU. Prior to this acceptance, the Internet user can freely consult the home page of the BeeBonds Site as well as part of its content.
Article 34 stipulates that the legal relationship between BeeBonds and its Customers, on the one hand, and the Issuers, on the other hand, is governed exclusively by Belgian law and that any dispute relating thereto shall fall within the exclusive jurisdiction of the courts of Brussels. The same article states that the same applies to the legal relationship between the Investor and the Issuer.
In accordance with the preamble to the GCU, these are available in French, Dutch and English. BeeBonds will communicate, at the Customer's choice, in one of the three aforementioned languages depending on the choice made when registering on the Site.
The User acting for private purposes who wishes to register on the Site and thus become a User and who, for this purpose, has approved the GCU may at any time retract and unsubscribe by sending an e-mail to the following contact address: hello@Beebonds.com. Unsubscription from the Site and the subsequent end of the contractual relationship with BeeBonds will take place within five days from the effective receipt by BeeBonds of the e-mail or registered letter of cancellation.
Any Investor who participates in a Fund Raising also has the right to withdraw within a period of 14 days from the date of confirmation of participation in the Fund Raising.
To retract validly, the User must send an e-mail to BeeBonds at the e-mail address hello@BeeBonds.be, within the aforementioned time limit, informing BeeBonds of his intention to retract. The User can also send a registered letter to the BeeBonds head office.
RISKS INHERENT IN RAISING FUNDS
1. Risks
Subscribing to a Capital Raising entails a degree of risk on the part of the Investor as regards the repayment of capital and the payment of accrued interest, since these depend on the Issuer's solvency throughout the term of the Bond.
There is a risk that the Investor may not recover all or part of the capital and/or interest in the event of default by the Borrower in circumstances for which BeeBonds has no responsibility and cannot be held liable.
BeeBonds publishes on its Site, for each Fund Raising, information about the Issuer's project, the Information Memorandum as described in article 7.2 and the Descriptive Memorandum. The latter includes the Issuer's key financial data and that of the projects to which the funds raised will be allocated. This information is intended ONLY to inform Investors so that they can form their own opinion about the Fundraising in which they are considering investing. Under no circumstances may this information be considered as an incentive to invest in the Fund Raising.
BeeBonds recommends that if the Investor is in any doubt as to the suitability of this type of investment in relation to his/her personal circumstances, he/she should first seek the advice of a professional financial adviser.
Investors are informed that, in the event of bankruptcy or default of the Issuer, they may not recover the amounts due and may lose all or part of their investment. It is therefore up to Investors to form their own opinion on the Issuer and on the terms of the Offer, taking into account, inter alia, the benefits and risks associated with such an investment. It is the responsibility of Investors to refer to the Information Memorandum for each Capital Raising available on the Website so that they can inform themselves of the conditions of default of the Issuer and of those in which the payment of accrued interest and/or the repayment of capital may be suspended and/or, if it appears, cancelled.
The risk to which the Investor is exposed in connection with a Fund Raising is strictly limited to the loss of the capital invested and accrued interest following a default by the Issuer leading to the suspension and, where applicable, the disappearance of the obligation to reimburse capital and pay interest.
By accepting these Terms and Conditions, the Investor declares that he/she has been duly informed of the risks inherent in any Fundraising Subscription described above and accepts them with full knowledge of the facts.
2. Capital tied up and no guarantee
Any Subscription to a Capital Raising also implies that the capital lent is tied up, as the Investor will have to wait until the terms and conditions of the Bond Issue in order to receive full repayment of the amount of the Subscription.
Via the Information Memorandum, the Investor is aware that this lock-up period may be extended for a maximum of 6 months from the maturity date of the Bond on the basis of a unilateral extension requested by the Issuer.
In accordance with the information set out in the Information Memorandum, the Investor is informed that the Issuer may terminate the Bond Issue early and unilaterally.
The payment of Interest by the Issuer is not guaranteed and/or insured in any way by BeeBonds.
APPROPRIATENESS
Prior to the provision of the Services to the User, BeeBonds collects Data relating to the User's knowledge and experience of investment and alternative financing as well as investment instruments, through a questionnaire to be completed by the Candidate-Investor at the time of his registration on the Site in order to enable the Candidate-Investor to determine whether the Fundraisings offered via the Site are appropriate for him.
If BeeBonds considers, on the basis of the Data collected pursuant to article 9.1, that the Fundraising proposed via the Site is not appropriate for the Candidate-Investor, BeeBonds shall notify the Candidate-Investor.
If the Candidate-Investor chooses not to provide the Data referred to in article 9.1. or if the Data collected pursuant to article 9.1. is insufficient, BeeBonds warns the Candidate-Investor that it cannot determine whether the Fundraising proposed via the Site is appropriate for him/her. In this case the Candidate-Investor will not be able to invest through the Site.
SITE
The www.BeeBonds.be website is owned and managed by BeeBonds.
Visiting and using the Site as an Investor or User is free of charge. Access to the Services and use of the Site as an Issuer give rise to remuneration from BeeBonds in accordance with Article 17 and the Contract between the Issuer and BeeBonds.
The purpose of the Site is to bring together, on the one hand, Issuers wishing to borrow funds to finance their professional activity and/or Projects and, on the other hand, Customers wishing to make an investment in the form of Bonds.
The Site allows :
- Public presentation of projects by Issuers ;
- Investor discovery of projects ;
- Bringing together Issuers and Investors in order to facilitate their interaction and promote the financing of projects through Capital Raising granted by Investors to Issuers.
- Online Subscription by Investors in Projects offered by Issuers via the Site.
The Investor and the User acknowledge that all information relating to the Site, apart from the content of the Site generated by the Users and or Investors themselves, constitutes the exclusive property of BeeBonds, which is the sole owner of the rights relating to the Site and ensures its updating and maintenance.
REGISTRATION ON THE SITE
Access to the Site's home page and part of its content is free.
However, most of the Site's pages, such as those relating to the Issuers, the forthcoming Fundraisings and the actual Subscription to one of them, are reserved for persons who have previously registered on the Site as Users.
Users may register on the Site by filling in all the mandatory fields on the registration form provided on the Site. Natural or legal persons or any other legal entity under private law are eligible to become Investors on the Site. Eligibility for the Site does not mean that the User will be able to participate in a Fund-Raising Event.
Before validating their registration on the Site, Users wishing to register on the Site will be asked to confirm that they have received, read and unreservedly accept the GCU.
Once the conditions for registration have been met, the User will be given a user name, an identifier (his/her e-mail address) and a password (hereinafter referred to as the "User ID"). Identification details "This information is strictly personal and confidential and may not be communicated to or shared with any other Investor or User or any Third Party. The Identification Information will enable the User to connect to his/her Profile.
The User is entirely responsible for maintaining the confidentiality of the Identification Information. In the event that the User becomes aware that another Investor or User or a Third Party has access to their Profile, the User will immediately inform BeeBonds.
In the event of dissemination or use by the User of one or more of its Identifying Information in a manner contrary to its intended purpose(s), BeeBonds shall be free to terminate such User's access to its Profile. The User is solely responsible for the use of this Identification Information by another Investor or User or a Third Party and for actions or declarations made through his Profile as a User, whether fraudulent or not. The User guarantees BeeBonds against all demands and actions in this respect.
Equipment and accessories (computers, software, means of electronic communication, etc.) enabling access to the Site and Services are the sole responsibility of the User or Investor, as are the electronic communication costs incurred by their access, visit and use.
By accepting the GTCU, the User or Investor declares and guarantees that they are fully aware of the characteristics and constraints of the Internet and electronic communication media.
USE OF THE SITE
1. User licence
BeeBonds grants the User, who accepts it, the non-exclusive and non-transferable right, for the duration of the validity of the GCU, to access and use the Site for the sole purpose of receiving the Services, unless otherwise stipulated in the GCU.
2. Commitments of the User or Investor when using the Site
The User undertakes not to usurp the identity of another Investor or User or a Third Party and not to register as a User using false data, whether such data is purely imaginary or belongs to or refers to another Investor or User or a Third Party.
The User undertakes not to use at any time the identifying information of another User of which he becomes aware.
When accessing, visiting and using the Site or accessing the Services, the User undertakes to comply with the following obligations:
The User will comply with all applicable laws and regulations;
The User shall not use or encourage others to use the Site illegally or in breach of the GTCU;
The User will not post content or take any action against BeeBonds that infringes the rights, including Intellectual Property Rights, of any other person or that violates the law;
The User shall not engage in any conduct with respect to the Site that could be harmful, abusive or adversely affect the interests of BeeBonds;
The User will not make any commitment on behalf of a Third Party;
The User shall not license, sell, lease, transfer, assign, distribute, customise or commercially exploit the Site, except as permitted by the GTCU;
The User may not reverse engineer, derive the source code, modify, decompile, disassemble or create works derived from the Site, in whole or in part;
The User shall not use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other party's use and enjoyment of the Site;
The User will not visit the Site in order to build or promote a similar or competitive website; and
Except as expressly stated in these GCU, no part of the Site (or their software code) may be copied, reproduced, distributed, republished, downloaded, displayed, published or transmitted, in any form or by any means whatsoever.
When accessing, visiting and using the Site or accessing the Services, the User further undertakes not to transmit any material or information which :
Is dishonest, unfair or fraudulent ;
Is hate speech, threatening or pornographic, or is likely to incite violence;
Is offensive, abusive, defamatory, pornographic, threatening or obscene;
Is intended to harass or intimidate other Users, or harasses or intimidates other Users;
Contains its own Identification Information or deliberately includes the Identification Information of any other User;
Contains data and/or information from Third Parties or is intended to solicit such data and/or information;
Contains malicious content, such as malware, Trojan horses or viruses, or otherwise interferes with any User's access to, visit and/or use of the Site;
Involves the transmission of unsolicited mass mail or similar methods;
Usurps or falsely represents the identity of another User, person or entity, or is fraudulent, false, misleading or deceptive;
Uses automated means to artificially promote the Project;
Involves commercial or sales activities, such as advertising, promotions, competitions, prize draws or pyramid schemes, which are not expressly authorised by BeeBonds; or
Conflicts with the GCU.
The lists in articles 12.2.3. and 12.2.4. are neither restrictive nor exhaustive. BeeBonds reserves the discretionary right to consider any other act as a violation of the TOS.
Any reproduction, distribution to the public and communication to the public of the contents of the Site carried out by the Investor or the User without prior written authorisation from BeeBonds for commercial purposes is prohibited.
In accordance with article 12.2.6.the User undertakes not to use the Site for commercial purposes and not to offer products and services in return for direct or indirect remuneration, other than in the context of the Fund Raising activities in which he is involved or which he is carrying out; he undertakes not to resell or make available to a Third Party and/or any other User, whether in return for payment or free of charge, access to the Site and the Services or to his Profile; he undertakes not to publish any advertising, promotional or sponsorship message remunerating a User, in any form whatsoever.
For the duration of the hosting of the User's content on the Site and within the strict framework of the functionalities allowing the Site to be made accessible via the Internet or any other electronic communication medium, the User authorises BeeBonds to reproduce/represent its content and adapt its format or presentation, insofar as this is necessary.
The User declares to be informed that, taking into account the intrinsic characteristics of Internet and the means of electronic communication, his Information of identification and the contents presented by him are not protected against the risks of diversion and/or hacking, for which BeeBonds cannot be held responsible, except serious negligence or voluntary participation of BeeBonds in such diversion and/or hacking. It is up to the User, if necessary, to take all the appropriate and reasonable measures intended to protect his Information of identification and the contents presented by him.
3. BeeBonds' commitments
BeeBonds also reserves the right to take legal action against the User and to claim compensation for any damage caused to BeeBonds as a result of any violation of the GCU and/or fault of any kind committed by the User.
BeeBonds does not acquire any ownership rights over the content(s) published and/or presented by the User on the Site.
BeeBonds strives to make the Site and Services accessible twenty-four hours a day (24/24) and seven days a week (7/7).
BeeBonds may interrupt access to the Site and/or Services, in particular for maintenance or updating reasons.
The User is informed that BeeBonds reserves the right, at its discretion, to change, modify, add, or remove portions of the Site, at any time, without notice. The User expressly acknowledges that use of the Site subsequent to any update, change or modification of the Site constitutes acceptance of such update, change or modification.
On the Site, the Projects are presented in chronological order, according to the Fundraising Opening Dates. No capital link or remuneration between BeeBonds and the Issuers influences the ranking or referencing of the Projects.
4. Access restrictions
BeeBonds reserves the unilateral right to prohibit access to all or part of the Site to any User, Customer, Issuer who contravenes these GCU, including the cases set out below:
- Using the personal data to which it may have access through the BeeBonds site to offer paying products or services or to send large numbers of unsolicited e-mails ("spamming");
- Damaging in any way the reputation of BeeBonds and/or its Site and/or ;
- Infringing on the intellectual rights of third parties;
- Use the BeeBonds site for illicit, offensive, racist, indecent, threatening or fraudulent purposes.
The list contained in article 12.4.1 is neither exhaustive nor limitative. BeeBonds also reserves the right to take legal action against these same persons and to claim compensation from them for any prejudice caused to BeeBonds.
PROFILE
As soon as they register on the Site, Users have their own electronic profile (the "Profile"), corresponding to the account and personal space specific to this User and accessible by logging on to the Site, containing in particular this User's Data and the characteristics of the Projects.
Prior to participation in any Fundraising and in order to finalise the Profile, the User will be invited by the Website to complete the Profile by providing Data and evidentiary documents enabling BeeBonds to identify and verify the identity of the User with certainty, in accordance with Article 26 of the Act of 18 September 2017 on the prevention of money laundering and terrorist financing and the limitation of the use of cash. Failing to provide the Data, the User will not be able to participate in Fundraising.
Once the Data and supporting documents have been provided, the Investor will be able to participate in Fundraising.
The User remains free at any time to modify or delete his/her Data, subject to the conservation of the Data necessary for the monitoring of his/her Investments as well as the respect of the legal obligations of BeeBonds.
SITE OPERATION AND INVESTMENT PROCESS
1. Investment
When an Investor has chosen to invest in an Offer and the amount he wishes to subscribe, through BeeBonds, the Subscription takes place through the Site, without BeeBonds being in any way a party to the Offer.
The Investor selects the Fund Raising of his/her choice and indicates, on the Site, the nominal amount to which he/she wishes to subscribe. The terms and conditions of the Offer (interest rate, term, frequency and terms of repayment, etc.) are set out in the Information Memorandum for each Fund Raising and are available on the Site. Once the Investor has received a summary e-mail containing the general financial information required to complete the Subscription, the Subscription is made by bank transfer to the Issuer's account. As soon as the Investor has made this transfer, his/her subscription to the Offer will be deemed definitive subject to fulfilment of the conditions precedent and/or suspensive referred to in article 14.4.
Provided that the Financing Objective has been reached in whole or in part and/or the Offer has been closed on time or early, BeeBonds will inform the Investors, via its platform, that the Fundraising is closed. From then on and on the Issue Date defined in the Fundraising Memorandum, the amount raised may be used by the Issuer for the project to which the Investor has subscribed.
On the Issue Date, the Borrower will send, by e-mail, to each Investor a certificate of registration in the Bond Register certifying the amount subscribed. The aforementioned certificate will constitute proof of ownership.
The repayment of the capital will be made by the Issuer, on the Maturity Date, directly to the Investors on the bank account that they will have transmitted at the time of their Subscription, without the funds passing through BeeBonds at any time.
2. Interests
- The Issuer will pay annual interest to the Investor, calculated on the amount subscribed.
- The interest rate on the bond issue is set exclusively by the Issuer.
3. Publication on the Site, Subscription Period and order in which Subscriptions are processed
The publication on the Site of a new Fund-Raising Event provides for a Subscription Period, as described in the Information Memorandum. Investors acknowledge that, depending on the amount of Subscriptions received from 1er day of the opening of the Offer, they may see their Subscription confirmed, reduced or cancelled either (i) because the Financing Objective is reached early, or (ii) because the Minimum Financing Objective is not reached. In addition, Investors acknowledge that the amount of their Subscription registered from the 1st day of the opening of the Offer would be "served" at 100% because (iii) the amount raised is between the Minimum Funding Objective and the Funding Objective. BeeBonds will process Subscriptions according to the " Fisrt In - First Served "(FIFS), taking into account only the date of transfer of the subscription amounts by the Investor to the Issuer's account.
Each Investor's Subscription will only be deemed definitive upon receipt of the amount subscribed on the specific bank account dedicated to the Fundraising opened by the Issuer.
4. Financing Objective and Assumptions for Changes to the Investment
If the Financing Objective is reached before the Issue Date, BeeBonds will apply the procedure for closing the Fundraising described below, unless otherwise specified in the Information Memorandum:
Subscriptions will be validated by BeeBonds until the amount of the Financing Objective has been reached;
The last Subscription entered on the Site before the Financing Objective is exhausted will be reduced by the amount of the balance of the Financing Objective that can still be subscribed;
From that moment, the Fundraiser will be considered closed;
BeeBonds will issue a Notice on its website informing Investors that the Fundraising is closed;
BeeBonds will no longer allow Investors to make an investment;
The Investor whose Subscription has been reduced in this way will be informed by BeeBonds by e-mail. The excess amount paid by the Investor in support of his/her Subscription will be immediately credited back by the Issuer to the bank account used for the payment of the amount initially subscribed;
Subscriptions validated before the closing of the Offer and which in the processing carried out by BeeBonds according to the FIFS principle cannot be retained will be automatically cancelled. Investors will be notified immediately by e-mail. If it turns out that they have already transferred the funds to the account opened by the Issuer specifically for the Fundraising and if the said account is credited, the amounts will be returned, within 3 working days, to the Investors to the account through which they made their payment.
If the Minimum Funding Objective is not achieved on the Issue Date, BeeBonds, in agreement with the Issuer, will consider one of the three contingencies described below, in accordance with the terms and conditions set out in the Information Memorandum, including any special terms and conditions:
The Fundraising may be extended by agreement with the Issuer. For each extension, BeeBonds will issue a supplement to the Information Memorandum on its Website detailing the terms of the extension and in particular the new Issue Date. The publication of this supplement gives Investors a right of withdrawal of two Business Days. If, at the end of the second Subscription Period, the Minimum Funding Objective has still not been reached, the Issuer will have the option of either (i) accepting the amount raised or (ii) cancelling the Fundraising in accordance with the terms described below. BeeBonds will issue a Notice on its Site advising of the outcome of the Fundraising in either case;
The Fundraising is cancelled. BeeBonds will issue a Notice on its Site advising of the outcome of the Fundraising. Investors who have subscribed to the Fund Raising will be notified immediately by email. If it turns out that they had already transferred the funds to the account opened by the Issuer for the Fund Raising, these funds will be returned to the Investor, if the said account was credited, within 3 working days;
The Fundraising may be definitively closed if the Issuer unilaterally decides to issue the Bond for which the Minimum Funding Objective has not been reached, with or without extension. In this case, BeeBonds will issue a supplement to the Information Memorandum on its Website. The publication of this supplement gives Investors a right of withdrawal of two Business Days.
If, on the Issue Date, the amount raised falls between the Minimum Funding Objective and the Funding Objective, BeeBonds, in agreement with the Issuer, will apply the procedure for closing the Fundraising described below, unless otherwise specified in the Information Memorandum:
On the Issue Date, the Fundraising will be considered closed;
BeeBonds will issue a Notice on its website informing Investors;
All Investors who have subscribed to the Fundraising and whose Subscription amount has been credited to the account opened by the Issuer for the Fundraising will be "served" at 100% of the amount of their Subscription.
It is the Investor's responsibility to refer to the Information Memorandum for each Fund Raising, which is available on the BeeBonds Site, so that they can find out about the Financing Objective and the timeframe within which it must be achieved, the Minimum Financing Objective and the consequences thereof, as well as the specific terms, conditions precedent and/or additional conditions set out in the Information Memorandum that may affect the Subscription procedure.
PROJECT SELECTION AND FUNDING PROCESS
The Projects are subject to strict prior selection by a Selection Committee set up by BeeBonds. If the Project is selected, BeeBonds will make available to Investors all information relating to the fundraising set out in the Descriptive and Information Notes. BeeBonds does not guarantee that the Issuer will comply with the financial terms of the Bond Issue.. By subscribing to a Fundraising, the Investor knows and acknowledges that BeeBonds does not guarantee or make any commitment as to the future performance or solvency of the Issuer. Consequently, BeeBonds cannot be held liable in this respect as indicated in article 25 below.
The Issuers selected must also approve the present General Conditions of Use. By this acceptance, by their presence on the Site and by the conclusion of a contract of mission of collaboration with BeeBonds, they agree to be bound to BeeBonds.
SUBSCRIPTION CONDITIONS
1. Background
As already explained, BeeBonds provides an alternative financing service to its Customers by putting them in contact with Issuers and enabling them to subscribe to a Fund Raising and therefore to make an investment through BeeBonds.
2. Subscription in practice and entry in the bondholders' register
Subscription to a Fundraising must be for the minimum amount and a multiple of denomination of Bonds as defined by the Issuer in the Information Memorandum issued at the time of each Fundraising.
The amount of the Fund-Raising Subscription chosen by the Investor is paid by means of a bank transfer made by the Investor to a financial account, specifically dedicated to the Fund-Raising, opened by the Issuer.
The Fundraising Subscription is considered definitive as soon as the Investor has transferred the funds to the Issuer.
The Investor will receive an e-mail confirming that the operation and his/her Subscription to the Fund-Raising have been successfully completed.
On the Issue Date, i.e. the day following the close of the fundraising, the Issuer will provide proof of definitive Subscription by entering the number of Bonds subscribed for by the Investor in the Register of Bondholders maintained by the Issuer. At the same time, the Issuer will send the Investor a certificate of registration in the Bond Register in the Investor's name, showing the number of Bonds subscribed for and evidencing ownership.
3. Default by the Investor
Any failure by the Investor to pay the amount of the Subscription it has undertaken to pay would be likely to disrupt the proper conduct of the Fund-Raising if the amount of funds actually credited to the Fund-Raising account opened by the Issuer no longer corresponds to the amount of funds expected.
This could imply that the maximum amount of the Fundraising has been reached, which could have the effect of (i) depriving other Investors of the possibility of participating in the Fundraising, (ii) causing damage to the Issuer and BeeBonds if this were to jeopardise the Fundraising, the Financing Objective not having been achieved.
To prevent this from happening, two measures are planned:
The subscription will not be considered definitive until the Investor has transferred the amount of the subscription to the Issuer's account, in application of the following principle First In First Served.
The second measure concerns the possible extension of the Subscription Period for the Fundraising if, following the default of one or more Investors, the Financing Objective is not reached when it should have been on the basis of the amounts subscribed by the Investors. In such a case, BeeBonds may extend the Subscription Period by a maximum period equal to the initial Subscription Period.
4. Limit on fundraising
Each Fund Raising will be capped so that the Financing Objective cannot be exceeded. Once the Financing Objective has been reached, the Subscription Period will automatically end, if necessary earlier than the term initially set. BeeBonds and the Issuer shall in no event be liable for any early termination of the Subscription Period of a Fundraising once the objective of the Fundraising has been reached on the basis of the " First In - First Served "as already mentioned in article 14.3.1.
BEEBONDS' REMUNERATION
Access to the BeeBonds Site, registration as a Customer and, more generally, the provision by BeeBonds of alternative financing services are entirely free of charge for Customers.
This means that the amount subscribed by an Investor as part of a Fund Raising will be entirely and exclusively allocated to the Bonds thus acquired and will therefore bear interest, without the amount subscribed having been reduced as commission paid to BeeBonds.
BeeBonds' remuneration received in connection with a Fundraising is paid exclusively by the Issuer.
INFORMATION REQUESTS
Any queries, requests for information, etc. relating to a Fundraising, an Issuer or otherwise may be addressed to BeeBonds in writing by email to hello@BeeBonds.be.
Unless otherwise provided for in the GTCU, the User and the Investor undertake not to contact the Issuer in any way whatsoever and by any means whatsoever, with the exception of messages that they may send to the Issuer via the Site, the specific purpose of which is to put the aforementioned parties in contact with each other. It would be contrary to the purpose of the platform for the Issuer to receive requests for information, observations, considerations or complaints from the User or the Investor other than through the channel provided on the Site.
In order to avoid causing any inconvenience in this respect to the Issuer and, consequently, any inconvenience or damage to BeeBonds, the User and the Investor shall shall refrain from any unauthorised contact with the Issuer.
Non-compliance with the present article is likely to justify the restriction of access to the Site, the immediate termination of the contractual relationship with BeeBonds and a possible action for damages against the User and the Investor.
DURATION AND ENDING
Registration on the BeeBonds Site is for an indefinite period.
An Investor who has not subscribed to a Fund Raising may unilaterally terminate their registration on the BeeBonds site at any time and without charge by sending an e-mail to the following contact address: hello@BeeBonds.com. Deregistration from the Site and the subsequent end of the contractual relationship with BeeBonds will take place within five days of BeeBonds receiving the email.
An Investor who has already subscribed to a Fundraising and who is therefore contractually bound to BeeBonds may request to be deregistered from the Site as an Investor in the manner described in point 19.2, which implies that he/she will no longer have access to information relating to future Fundraisings and Issuers. However, the Investor will remain bound, with regard to BeeBonds, by all of the provisions of these GCU which impose obligations on Investors.
From the effective date of the deactivation or deletion of his Profile for whatever reason, the User will no longer have access to his Profile. No information published on the Site by the User will be delivered in any form whatsoever by BeeBonds and it is therefore up to the User to take all measures he/she deems necessary to safeguard this information.
BeeBonds reserves the right to stop providing access to all or part of the Site and Services, at its own discretion, either temporarily or permanently, with immediate effect and without notice if the User has breached the TOS or any of BeeBonds' policies, or if BeeBonds is legally compelled to do so, without prejudice to BeeBonds' other rights, including the right to seek compensation for damages suffered as a result of such breach(s) of the TOS.
In case of cessation of provision of access to all or part of the Site and Services to the User for the reasons mentioned above, BeeBonds will notify the User by email or on his Profile, during his next visit or use of the Site. The User may contact BeeBonds if he believes that BeeBonds has erroneously suspended or deactivated his Profile.
TAX TREATMENT AND TAX OBLIGATIONS
The Customer expressly acknowledges that BeeBonds does not provide any tax or accounting advice or assistance. It is the Customer's responsibility to fulfil their tax obligations and to analyse, if necessary with the assistance of a tax advisor and/or chartered accountant of their choice, the (tax) treatment of their situation.
The Customer is informed that the Interest Rates expressed on the Site and in all the documents relating to each Fund Raising are expressed in nominal gross rates, excluding the impact of any taxation, without prejudice to the obligation to deduct withholding tax or to pay tax on the part of the beneficiary of the interest.
Consequently, any person who is not resident in Belgium for tax purposes and who wishes to take part in a Subscription as an Investor in the context of a Fund-Raising operation must first check and ensure that such a Subscription is compatible with the legislation in force in the State in which he or she resides, in particular as regards the payment of taxes that may be due in that State as a result of the Subscription. Such income from transferable securities may be subject to withholding tax in accordance with the provisions of double taxation treaties to which Belgium is a party and which may be applicable..
It is the responsibility of all Investors to verify their eligibility to benefit from a tax exemption and/or tax reduction and/or tax deduction and/or exemption from withholding tax on all or part of the Fund Raising(s), in accordance with the applicable law.
Similarly, it is the Investor's responsibility to pay any applicable tax or associated tax on all or part of the Fundraising.
The Investor expressly waives any action against BeeBonds arising from a tax consequence related to a Subscription in the context of a Fund Raising.
INTELLECTUAL PROPERTY
All content on the BeeBonds website, including graphics, logos, buttons, images, HTML code, databases and icons - with the exception of advertising and proprietary names - is the intellectual property of BeeBonds and is protected by copyright and by the rights of the producer of a database as well as by trademark law.
The form of the BeeBonds website (plan, choice and layout of headings, organisation of data and tabs) is protected by copyright.
Unless otherwise stated, the BeeBonds Intellectual Property may not be used without the written authorisation of BeeBonds and for the purposes specified in the GCU or for the purposes specified in the text of the Site. The Investor or the User is not authorised to use, reproduce, communicate, transmit, publish, copy, exploit, extract and/or re-use the Site and/or all or part of its content in a manner which may be contrary to the Intellectual Property Rights of BeeBonds or Third Parties. The Investor or User is expressly prohibited from distributing, extracting, reproducing or altering, transferring, reusing, providing or using (including, but not limited to, via the use of "robots" or other mechanisms) the content of the Site (including Subscription lures, text, images or audio or video files) for public or commercial purposes. In the absence of prior written consent BeeBonds does not grant any licence in this respect.
Nothing in the GTCU confers any right, title or interest in Intellectual Property other than that necessary to enable the Investor or User to access, visit and use the Site or to access the Services. BeeBonds reserves all rights other than those included in the GCU.
The contents published by the User or by BeeBonds at the request or on indication of the User, are published under the entire responsibility of the User or the Investor.
The User or the Investor commits himself guaranteeing and holding harmless BeeBonds against any complaint, claim, legal procedure or other carried out by another User or a Third Party in the event of violation of an Intellectual Property Right of this other User or Third Party.
In some of its sections, the BeeBonds Site contains hypertext links to third party content or to websites operated by third parties. BeeBonds is not responsible for the quality or accuracy of these websites and their content and cannot be considered as approving, publishing or authorising these websites or their content. Consequently, the owners and operators of these sites are only responsible for the respect of the legislations and regulations applicable to the products and services which they propose on their site, in particular as regards consumer protection, remote sale, regulation of the prices, and other. Under no circumstances can BeeBonds be held responsible with regard to Internet users and its Customers for any complaint or legal action brought against them by a third party who claims that the use of one of the elements of content of the BeeBonds Site, or of one of the products or services offered on the Site would infringe one of its intellectual property rights.
Title 7 of Book XI of the Code of Economic Law relating to the legal protection of databases stipulates that infringement of these rights constitutes an offence of counterfeiting and is punishable by fines and imprisonment of up to EUR 100,000 and three years respectively and that, in the event of a repeat offence, these penalties may be doubled. Some of the names, distinctive signs and logos appearing on this website are registered trademarks or trade names belonging to BeeBonds or third parties. Any copy, translation, adaptation, modification or use of the protected elements of the BeeBonds website, in any form whatsoever and by any means whatsoever, is strictly prohibited without the prior written consent of BeeBonds. Any request in this regard may be addressed to hello@BeeBonds.com.
PERSONAL DATA
For any information relating to the processing of personal data, the User or Investor may refer to the BeeBonds privacy policy and cookie policy available on the Site.
PREVENTION OF CONFLICTS OF INTEREST
1. Policy and persons concerned
In order to prevent and avoid conflicts of interest, BeeBonds has drawn up a policy to prevent conflicts of interest, which is summarised below.
This policy applies to all persons acting on behalf of BeeBonds, including its directors, employees and members of staff, who are involved in activities likely to give rise to a conflict of interest or who have access to privileged information or other confidential information relating to BeeBonds' customers or to transactions concluded with or on behalf of its Customers and/or the Issuers.
BeeBonds will ensure that its suppliers and subcontractors who have access to inside information or other confidential information relating to BeeBonds' customers or to transactions entered into with or on behalf of its Customers and/or Issuers comply with BeeBonds' conflict of interest policy.
2. Prohibitions put in place to prevent conflicts of interest.
In order to prevent any situation of conflict of interest, any Person Concerned by a situation of conflict of interest must, as part of their duties, declare directly and immediately to BeeBonds management any situation that may constitute a conflict of interest, even a potential one.
In particular, and by no means exhaustively, any Person Concerned by a situation of conflict of interest is required to declare the existence immediately:
- A shareholding or bondholding link with an Issuer;
- A managerial, salaried or independent position held with the Issuer;
- Any property interest, direct or indirect, that it would have in seeing an Issuer selected or in the process of being selected by BeeBonds for a financing project.
These same Persons are also prohibited from applying for funding from the BeeBonds platform through a company in which the Person Concerned by a conflict of interest holds a stake, is a director or has a management position.
The following transactions in financing instruments are also prohibited for Persons Concerned by a situation of conflict of interest:
- Any transaction carried out by benefiting from or using inside information relating to the financing instrument or the Issuer of this financing instrument. The use of inside information constitutes market abuse;
- Any transaction intended to manipulate the price of financing instruments or any action intended to disseminate misleading information about an Issuer;
- Any transaction on behalf of a Customer benefiting from the same undue advantage is also prohibited.
No employee or collaborator of BeeBonds may hold a position as director (or any similar management position) in a company without the prior written approval of BeeBonds. By extension, any outside position, whether remunerated or not, particularly if it is carried out by emphasising the employee's or collaborator's link with BeeBonds, is subject to prior approval.
PREVENTING AND COMBATING MONEY LAUNDERING AND TERRORIST FINANCING
BeeBonds incurs obligations of vigilance, identification and verification of the identity of persons wishing to become Customers, in particular by means of the questionnaire that they are invited to complete when registering on the Site and within the framework of the Fund Raises in which they will subsequently participate.
By accepting the GCU, the Investor-candidates declare that the source of the funds that they will pay in the context of the Fundraising is lawful and complies with the Law of 18 September 2017 on the prevention of money laundering and terrorist financing as amended by the Law of 20 July 2020 containing various provisions relating to the prevention of money laundering and terrorist financing and limiting the use of cash.
BeeBonds, for its part, undertakes to present on the Site only Fundraisings intended to finance a lawful activity on the part of the Issuer.With this in mind, during the selection phase of projects considered by Issuers, BeeBonds verifies the corporate purpose and actual activity of the Issuer.
In addition, the Issuer contractually undertakes to BeeBonds to allocate the funds exclusively to the activities and/or projects that the Issuer has declared in compliance with the documents and information provided to BeeBonds and the Investors.
BeeBonds LIMITATION OF LIABILITY
1. Background
In any case and notwithstanding what is described below, BeeBonds can only be held to obligations of means and no obligation of result for the Services it offers.
The Services, products, offerings, content and materials provided on the Site are provided "as is" and without warranties of any kind, either express or implied, except as otherwise expressly provided by statute or law. Except where prohibited by law, BeeBonds disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality and fitness for a particular purpose, compatibility, security, accuracy or non-infringement of intellectual property rights.
If the Investor or User is dissatisfied with all or part of the Site, or with these GCU, his/her sole and exclusive remedy is to cease accessing, visiting or using the Site.
In any event, BeeBonds will not be liable for any loss suffered by an Investor as a result of a breach by the Investor of its own obligations, in the event of a breach by the Issuer or a third party or in the event of force majeure.
Except in the case of fraud, BeeBonds declines all responsibility in the event of error, omission or inaccuracy of the information provided on the Site.
BeeBonds cannot be held responsible by a User or an Investor, except for gross negligence or fraud, for any act, omission, non-performance, partial performance or delay in the performance of its obligations by BeeBonds in relation to the damage or loss suffered directly or indirectly by this User or this Investor as a result of an act or omission of another User or Investor or any other person linked to the latter.
BeeBonds will not be held responsible for any damage caused to an Investor, a User or a Third Party, by virtue of a contractual, quasi-delictual or any other responsibility, due to any act committed or any fact occurring after the date of expiry or termination of the GCU or in the event of cessation of supply of the Site and the Services.
BeeBonds shall not be liable to the User or Investor for any compensation in the event of modification or cancellation of a Project or in the event of failure of a Subscription.
BeeBonds shall in no event be liable to any Investor or User or to any Third Party for any degradation, suspension or interruption of the Site or Services attributable to Force Majeure, to the act of an Investor, User or Third Party or to the hazards arising from the technicality and complexity of the implementation and/or supply of the Site or Services.
BeeBonds is under no obligation by the TOS to do or refrain from doing anything that, in its opinion, would violate or cause it to violate any law or regulation or any obligation of confidentiality it may have.
If BeeBonds is found to be liable notwithstanding the cases of exoneration set out above or below, the total cumulative amount of any compensation due and/or any damages owed by BeeBonds to one (or more) Investor(s) and/or one (or more) User(s), in case of non-performance, total or partial, or delay in the performance of its obligations, in connection with the provision of the Site and / or Services, whatever the cause of this compensation and / or these damages, is expressly capped at 1.000.00 (one thousand euros), within the limits provided for by law, and in particular the French Crowdfunding Act.
To the fullest extent permitted by law, BeeBonds shall not be liable for any direct, indirect, incidental, special, consequential, or any other damages whatsoever resulting from your access to, visit to, or use of the Site.
2. Liability arising from use of the Site
Notwithstanding the fact that BeeBonds will take care to make its Site available to Users and Investors or, more generally, to Internet users, in a continuous and uninterrupted manner, BeeBonds reserves the right, at any time and without prior notice, as already mentioned, to interrupt access to its Site for technical or other reasons as well as to terminate its services, without being able to be held responsible in any way for these interruptions and the possible unfortunate consequences which could result for its Customers, Internet users in general or for third parties.
This is particularly the case if access to the Site is interrupted during a Fund Raising period and if, as a result of this interruption, an Internet user or Customer is prevented from subscribing to the Fund Raising.
The responsibility for BeeBonds could not in no case be called into question in the event of interruption of the accessibility of the Site and/or the Services provided there and it could not be claimed to him any compensation for the head of loss of profit or loss of opportunity, loss of a chance, loss of gain or profit or loss of time, except if this interruption results from the culpable negligence of BeeBonds or a fault of BeeBonds and must be regarded as a failure of BeeBonds with the obligations incumbent on him.
BeeBonds is not responsible for the confidentiality of data exchanged by the User with anyone, if any, in the course of using the Site.
Neither BeeBonds nor any of its licensors, licensees, subcontractors, service providers, or otherwise warrants that the Site or any features contained therein will be provided uninterrupted or error-free, that defects will be corrected, or that this Site or the servers that make the Site available are free of viruses or other harmful components.
Any service, product, offer, content or item downloaded or otherwise obtained through access, visit or use of the Site is at the risk of the Investor or User, who shall be liable for any damage caused to his/her computer equipment and for any loss of data resulting from access, visit or use of the Site or from downloading a service, product, offer, content or item linked, directly or indirectly, to the Site.
The Services and the Site may contain hyperlinks to sites or services provided by Third Parties (collectively referred to as "Third Parties"). Third-party sites Third Party Sites") where the pages relating to the Third Party Sites appear in a whole, isolated window, under their respective addresses. Such Third Party Sites are not under the control of BeeBonds and BeeBonds is not responsible for them. BeeBonds does not review, approve, monitor, endorse or guarantee Third Party Sites. User accesses and uses Third Party Sites at User's own risk.
BeeBonds shall not be held responsible for the content of Third Party Sites that do not comply with Belgian, French, European and/or international laws and regulations.
Where the User uses a link to a Third Party Site, the terms and conditions and policies of that Third Party shall apply, including its privacy and personal data collection policies. The User must make any enquiries it considers necessary or appropriate before proceeding with any transaction in relation to such Third Party Sites.
3. Role of BeeBonds and limitation of liability in this context
BeeBonds' role is limited to putting Investors in contact with Issuers in order to enable Investors to subscribe to a Fund Raising intended to finance the Issuers' activities and/or projects through BeeBonds.
The Investor will have no recourse against BeeBonds in the event of default of payment by the Issuer leading to the suspension or, as the case may be, the disappearance of the obligations to reimburse capital and/or accrued interest.
In any event, BeeBonds shall not be liable for any loss suffered by an Investor and/or an Issuer as a result of any breach or delay by the Investor in the performance of its obligations, as a result of any breach or delay by the Issuer in the performance of its obligations, as a result of any breach by a Third Party or in the event of force majeure or fortuitous event.
As described in article 15 above, the Issuers are pre-selected by BeeBonds on the basis of various criteria such as their key figures, their existing solvency and their prospects for future growth and development, including the activities and/or projects to which the funds raised will be allocated.
With regard to the presentation of Issuers on its Site, the purpose of BeeBonds' activity is limited to providing information on the Issuer's existing profitability and solvency and on its prospects for future growth and development, without this information constituting or being interpreted as investment advice.
Furthermore, the Investor knows and acknowledges that past performance is no guarantee of future performance and that, except in the case of fraud, BeeBonds shall not be liable for any loss suffered by an Investor as a result of the deterioration of the financial position of an Issuer or as a result of the Issuer's default in repaying the loan. It is therefore the Investor's responsibility to form his/her own opinion about the Issuer and/or the Fundraising to which he/she intends to subscribe and, if necessary, to seek the advice of an investment advisor.
4. Liability relating to legal documents issued by the Issuer
BeeBonds shall not be liable for any inaccuracies or lack of validity in any legal documents subscribed to or adhered to by the Issuer, the Issuer having the obligation to understand the scope, content and legal consequences of such documents and, if necessary, to seek legal advice.
5. Force majeure
BeeBonds cannot be held responsible, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when this non-performance results from a case of force majeure.
If, due to circumstances beyond the control of BeeBonds, the performance of its obligations cannot be continued or is simply made more onerous or difficult, BeeBonds and the User or the Investor undertake to negotiate in good faith and loyally an adaptation of the contractual conditions within a reasonable period with a view to restoring the balance. If no agreement is reached within a reasonable time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any nature whatsoever.
NOTICES
Except as otherwise expressly provided in the TOS, Investors and Users shall give any notice required or permitted to be given under the provisions of the TOS to BeeBonds in writing by email to the email address hello@BeeBonds.com or by registered mail with acknowledgement of receipt addressed to : BeeBonds, Seed Factory Avenue des Volontaires, 19 - Vrijwilligerslaan, 19 - B - 1160 -Auderghem - Oudergem.
BeeBonds may modify the address to which notifications must be sent, by indicating in the GCU and/or on the Site the new address to which notifications must be sent.
Except as otherwise expressly provided in the TOS, BeeBonds will give any notice required or permitted under the provisions of the TOS to the User in writing by email to the email address listed by the User on their Profile or by registered mail with return receipt to the postal address listed by the User on their Profile.
The notifications referred to in Articles 26.1. and 26.2. are deemed to have been made :
For notifications sent by registered mail with acknowledgement of receipt: on the date of first presentation of the registered mail by the postal services, the date shown on the receipt being taken as proof of the date; and
For notifications sent by e-mail: on the date stated on the e-mail, on the express condition that the e-mail has been received in legible form.
NON-COMPETITION
For as long as his registration on the Site lasts and for a period of one year after the end of his registration, each Customer undertakes not to compete directly or indirectly and in any way with BeeBonds by organising or developing a platform similar or identical to the Site oriented towards the Issuers listed on the Site.
The non-competition obligation provided for in this article covers Belgian territory as well as the territory of countries bordering Belgium.
PROFESSIONAL LIABILITY INSURANCE
BeeBonds has taken out an insurance policy covering its professional liability with the insurance company AIG, located at boulevard de la Plaine number 11 in accordance with article 12 of the French Crowdfunding Act.
INDEPENDENCE
The User or Investor uses the Site and the Services offered on the Site in a totally independent manner and his registration on the Site and the Fundraising do not constitute, with respect to BeeBonds, any subordination, agency, partnership or representation relationship.
INTEGRALITY
Unless otherwise stipulated, the GTU contain the complete and exclusive terms applicable to the subject matter of the GTU and supersede all prior negotiations, communications, declarations and undertakings, whether oral or written, between the Parties with regard to the subject matter of the GTU.
DIVISIBILITY AND REPLACEMENT
If any provision of the TOS is held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of the TOS unless such other provision is an integral part of or clearly severable from the invalid or unenforceable provision. In the event of such invalidation or inapplicability, the Parties will endeavour in good faith to reach an agreement on the amendments to be made to the GTU and to replace the invalidated provision or the provision deemed inapplicable by a new provision, in order to give the GTU, as far as possible, an effect corresponding to the common intention of the Parties so as to preserve the economic balance of the GTU and the relations between the Parties.
CLAIMS AND APPEALS
For any complaint, the Investor or the User can address a written complaint to the customer service of BeeBonds by e-mail to the e-mail address hello@BeeBonds.com or by registered mail with acknowledgement of receipt addressed to: BeeBonds, Seed Factory Avenue des Volontaires, 19 - Vrijwilligerslaan, 19 - B - 1160 -Auderghem - Oudergem
Recourse
These GCU do not provide for any extra-judicial method of complaint or dispute resolution as stated in article 34 below;
An Investor who so wishes may, however, take action against BeeBonds in accordance with the rules of Belgian law.
To the best of BeeBonds' knowledge, there is no guarantee fund applicable to its activities.
EVIDENCE
Electronic recording constitutes proof between the Parties. Acceptance by click proves the commitment of the Parties.
LAPPLICABLE LAW AND JURISDICTION
Belgian law is the only law applicable to the GTC and to the relationship between BeeBonds and the User or Investor and between Users or Investors. The same applies to the legal relationship between Investors and Issuers.
Any disputes arising in the context of the relationship governed by the GTCU shall fall within the exclusive jurisdiction of the Courts and Tribunals of the judicial district of Brussels. The GTCU do not provide for any out-of-court settlement of disputes.
LEGAL NOTICES
| Site Editor | BEEBONDS |
| Corporate form | Limited Liability Company |
| VAT number | BE 0658 962 075 |
| Head office | Seed Factory Avenue des Volontaires, 19 - Vrijwilligerslaan, 19 - B - 1160 -Auderghem - Oudergem |
| FSMA approval | Alternative Financing Platform approved on 23 April 2019 by the Autorité des Services et Marchés Financiers (FSMA) established at Rue du Congrès 12-14, B - 1000 - Brussels - Tel: +32(0)2 220 52 11 |
| E-mail address | hello@beebonds.com |
| Support e-mail address | support@beebonds.com |
| Website | https://www.beebonds.com/ |
| Phone number | +32 (0)2 896 92 98 |
| Site host | Flywheel (Fancy Chap, inc.). |
