General terms and conditions
General Terms and Conditions of primeCROWD GmbH, FN 444580t, for the use of the website www.gateway.ventures
primeCROWD GmbH, Apollogasse 4/1, 1070 Vienna (“Platform Operator”) operates an Internet platform (“Platform”) at https://www.prime-crowd.com/, through which investors can gain knowledge of start-up companies with capital requirements (“Startups”).
The platform presents start-ups to potential investors and provides them with information on planned capital increases. On the basis of this information, potential investors are given the opportunity to participate in the financing of the capital increase (“Participation Opportunity”).
Any use of the Platform by potential investors and start-ups (collectively “Users”) shall be governed exclusively by the General Terms and Conditions (“GTC”) set out below.
I. Scope of Application
1. The use of the platform results in a user contract between the user and the platform operator, which is exclusively subject to the following General Terms and Conditions. This platform usage agreement forms the framework for the use of the platform for information purposes and for the mediation of participation opportunities between investors and startups through the platform. Both the use for information purposes and the mediation of participation opportunities is free of charge for investors. Additional services can be agreed against payment through additional agreements between the users and the platform operators.
2. The legal relationship between startups and investors is not subject to these GTC. This relationship is determined by participation agreements to be concluded separately.
3. A claim to registration and use of the platform does not exist. The platform operator is free at any time to reject a potential investor or startup as a user without giving further reasons.
2. Das Rechtsverhältnis zwischen Startups und Investoren ist nicht Gegenstand dieser AGB. Dieses bestimmt sich nach gesondert abzuschließenden Beteiligungsverträgen.
3. Ein Anspruch auf Registrierung und Nutzung der Plattform besteht nicht. Es steht dem Plattformbetreiber jederzeit frei, einen potenziellen Investor oder ein Startup als Nutzer ohne Angabe weiterer Gründe abzulehnen.
1. Registration is required in order to use the platform to its full extent. Registration as a private individual is permitted for natural persons who have reached the age of 18, are legally competent without restrictions and are resident in the EU. Non-natural persons must also be domiciled in the EU. Investors must act on their own account. Multiple registration of the same person is not allowed.
2. Registration must be carried out with complete truthful information about the data requested.
3. In order to be able to accept a contract offer from a start-up as an investor, a complete truthful statement of the investor-specific data requested during and after registration is also required.
4. After completion of the registration, the platform operator will send the user a confirmation e-mail. Registration is completed by clicking on the link provided there. After conclusion of the contract, the user can view and change his essential data at any time under “My Account”.
5. Registration with incorrect data or with incorrect investor-specific data is inadmissible and leads to the exclusion of the user from the platform.
6. the user undertakes to ensure that during the period of use of the platform all information provided is always true and up to date.
The user undertakes to ensure that his access data, in particular his password, are not made accessible to third parties. The user is exclusively responsible for all actions that take place via his user account. If there are indications for the misuse of the user account or third parties have nevertheless gained knowledge of the access data, the user is obliged to notify the platform operator immediately.
The platform operator will not pass on the user’s access data to third parties.
III. Services of the platform operator and use of the platform
1. the platform operator offers investors the opportunity to gain knowledge of startups with capital requirements via the platform.
2. the platform operator offers startups with capital requirements the opportunity to make information and documents available on the platform to potential investors. In this context, the platform operator is limited to providing the technical framework conditions for the conclusion of participation agreements, organizing the dispatch of documents, organizing meetings between investors and startups, transmitting declarations of intent as messengers and providing the startups with certain further services within the scope of initiating and processing the participation agreements. Additional services will not be provided by the platform operator. In particular, the platform operator does not have its own discretion with regard to the conclusion of contracts or the control of the funding process.
3. The use of the platform is free of charge for the user. The additional booking of further fee-based services is possible (Premium Membership). If an investment is made through primeCROWD, primeCROWD GmbH or primeCROWD Trustee GmbH a commission and a performance-related premium, which is payable by the investor, may be charged. Details are regulated by the contracts confirmed by the investor at the time of the investment.
4. The platform operator does not perform any consulting activities and does not provide any consulting services. In particular, no financing and/or investment advice and no tax and/or legal advice will be provided. In the run-up to the placement of a project on the platform, the platform operator only carries out an examination according to formal criteria. The placement on the platform does not constitute an investment recommendation. The platform operator does not assess the creditworthiness of the start-up and does not check the information provided by it for its truthfulness, completeness or topicality. The platform operator does not make any personal recommendations to investors to purchase financial instruments on the basis of an examination of the personal circumstances of the respective investor. Personal circumstances will only be requested to the extent required by law as part of the investment brokerage process and only for the purpose of providing the legally required information, not for the purpose of making a personal recommendation to the investor to purchase a particular financial instrument.
5. Depending on the project, external service providers who are independent of startups and platform operators may be commissioned by the platform operator to check the plausibility of the information and documents of the respective startup regarding the possibility of participation and to summarise them in a “participation profile”. These participation profiles serve exclusively to give the investor an initial orientation about the respective participation possibility. In a first organisational step, the investor should thus be able to determine whether the respective investment opportunity could be of interest to him in principle and whether he would therefore like in a second step to carry out an independent examination of the documents and information that the respective startup uploads via the platform for this purpose. The investor is aware that his other dispositions, in particular whether he decides to conclude an investment agreement with the start-up after examining an investment opportunity, are exclusively his responsibility. The user can neither base his or her decisions on the details of the respective participation profile nor can he or she rely on the contents of the participation profile. The user is expressly not included in the scope of protection of the contract concluded between the platform operator and the external service provider. Accordingly, the participation profile does not establish any legal relationship between the user and the external service provider. The user shall not have any claims against the external service provider based on the contents of the participation profile – regardless of the legal basis. With his agreement with the general terms and conditions of the platform operator, the user also confirms the aforementioned regulations directly in favour of the respective external service provider.
6. the documents made available on the platform expressly do not claim to contain all information necessary for the assessment of the participation offered in each case. They do not constitute a prospectus in the legal sense. Users should take the opportunity to ask the startups questions about the platform and in the organised meetings before making an investment decision. Users should obtain information from independent sources if they are unsure whether they should enter into an investment contract. Expert advice cannot be replaced by the documents provided on the platform. Users should inform themselves about the legal, economic and tax consequences of such an investment before concluding a participation agreement. In the case of equity investments, users bear a (co-)entrepreneurial risk that is higher than the risk of a lender. The equity capital cannot be reclaimed. This can lead to a total loss of the invested capital. Users should pay attention to the detailed risk information.
7. The investor’s participation in the start-up must amount to at least 10,000 euros, but can be freely chosen within the given framework. For an investment, the investor may only use his own liquid funds that are free of third-party rights.
8. comments by users that are posted on the platform or the associated blogs etc. and are inappropriate or violate applicable law are not permitted and will be deleted immediately. Violations of this provision may result in a liability for damages on the part of the user and the immediate exclusion of the user from the use of the platform.
9. the user allows the platform operator to make the data and/or information provided by the user available to other users of the platform, provided that this data and/or information does not violate legal regulations or these general terms and conditions. The platform operator reserves the right to randomly check the corresponding data and/or information.
IV. Execution of an investment
An investment via the platform proceeds as follows:
A potential investor registers as a user of the platform and obtains information about startups offering investments. He uses the information and documents provided by the respective startup, additional meetings with the startups and information provided by the platform operator.
Since the investors registered with primeCROWD pursuant to III.7 must invest at least EUR 10,000.00 per start-up company, primeCROWD as a crowd investing Internet platform is legally obliged (pursuant to Section 3 (3) of the Alternative Financing Act – AltFG) to obtain a declaration from the respective investor that he is investing no more than twice his average monthly net income over twelve months, or investing no more than ten percent of his financial assets.
For this purpose, primeCROWD makes a document (“Information Sheet” pursuant to §4 para. 1 no. 1) available for download on the Internet platform, which the investor must sign and send to primeCROWD (original or by scan) in order to be able to invest.
To conclude a participation or an investment, the investor directly concludes a separate notarised participation agreement with the startup and any other agreements necessary for such equity financing. primeCROWD checks the identity of the registered investors with regard to the fulfilment of prescribed provisions on measures to prevent money laundering and terrorist financing pursuant to §§ 365m to 365z GewO 1994 by presenting them with an official photo ID (in particular identity card or passport) prior to signing the investment documents.
V. Term and termination
1. The user contract existing according to these GTC is concluded for an indefinite period of time. It can be terminated at any time by the user or the platform operator with one week’s notice to the end of the month. The right to extraordinary termination remains unaffected.
2. Notices of termination by the user are to be sent by e-mail to firstname.lastname@example.org The user will be informed about cancellations by the platform operator by e-mail to his last e-mail address stored on the platform.
3. It is clarified that a termination of this user contract does not affect existing contractual relationships between investors and startups, in particular existing participation contracts.
The platform operator endeavours to offer comprehensive availability of the platform within the framework of what is technically feasible and economically reasonable. However, the platform operator does not assume any guarantee for this. In particular, maintenance work, security and capacity reasons, technical conditions and events outside the control of the platform operator may lead to temporary or permanent unavailability of the platform. The platform operator reserves the right to restrict access to the platform at any time and to the extent necessary, e.g. to carry out maintenance work.
The user is not entitled to pass on or reproduce any documents, information and records which the user has downloaded from the platform. Information and documents that are publicly accessible, such as press releases, are excluded from this obligation. This obligation also applies indefinitely beyond the temporal use of the platform and also continues upon termination of this usage contract. If a user violates this obligation, this can lead to a liability for damages.
VIII. Data protection
The collection and use of the user’s personal data takes place exclusively within the framework of the statutory provisions, in particular in consideration of the applicable data protection law. Further information can be found in the separate data protection declaration of the platform operator at http://www.gateway.ventures/data-privacy
The liability of the platform operator for contractual breaches of duty as well as for tortious liability is limited to intent and gross negligence.
In addition, the platform operator shall only be liable in the event of simple negligence for the breach of such essential contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose observance the user may regularly rely (“cardinal obligations”). Liability for cardinal obligations is limited to such typical damage and/or such typical extent of damage as was foreseeable at the time of conclusion of the contract.
The above limitations also apply to legal representatives, executives, employees or vicarious agents of the platform operator.
The foregoing limitations shall not apply to liability arising from injury to life, limb or health and in accordance with the Product Liability Act as well as in the case of express guarantees on the part of the platform operator.
The platform operator is neither liable for the information provided by startups on the platform, nor for the effectiveness of the participation agreements concluded between the investor and the startup. The information provided on the platform by startups about themselves is based exclusively on statements and documents of the startups themselves. The responsibility for this information being accurate, up-to-date and complete lies solely with the respective startup. The platform operator does not check the information provided.
The website of the platform operator contains links to external websites of third parties. The platform operator has no influence on the contents of these directly or indirectly linked websites. The respective provider or operator is always responsible for the correctness of the contents, which is why the platform operator does not assume any liability in this respect. At the time of linking, no violations of the law were discernible. The platform operator cannot constantly check all contents of the pages linked by the platform operator without actual indications of a violation of the law. If the platform operator becomes aware of legal violations, the platform operator will immediately remove the corresponding links.
X. Final provisions
The place of jurisdiction for all legal disputes arising from this contractual relationship with users who are merchants or do not have a general place of jurisdiction in Austria or another EU member state is the registered office of the platform operator (Vienna). In all other cases, the legal place of jurisdiction shall apply.
Should individual provisions of these GTC be or become void, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. In this case, the parties are obliged to replace the invalid, ineffective or unenforceable provisions with provisions that come as close as possible to the legally permissible purpose of the invalid, ineffective or unenforceable provisions. The same shall apply in the event of loopholes.