General Terms and Conditions (GTC-Investors) of FCI FundersClub GmbH for the Services of SEA’D
(Status: July 1, 2019)
- All following provisions refer to all products and services offered by FCI FundersClub GmbH, Domstraße 17, 20095 Hamburg, Register Court: Amtsgericht Hamburg, HRB 122419, hereinafter referred to as “SEA’D”, to registered customers (companies and natural persons), hereinafter referred to as “customer”, under various Internet domains (including www.Venture-League.com www.Venture-League.de) as the case may be.
- These provisions define the conditions under which the services offered are used. For all customers of the services offered by SEA’D- these General Terms and Conditions (“GTC”) apply exclusively, even if the use or access takes place from outside the territory of the Federal Republic of Germany.
- Deviating general terms and conditions of the customer shall not become part of the contract even if SEA’D does not expressly object to them or renders the contractual services to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
- With the registration in the portal of SEA’D and the associated possibility of the complete use of the SEA’D services, the customer declares bindingly that he has read and understood these GTC and agrees with their validity. Customers, who do not agree with the validity of the GTC, are prohibited from registering on the Internet domains of SEA’D and the associated use of the SEA’D services. Persons who have not reached the age of 18 are also not allowed to use the SEA’D portal.
- Unless expressly stated otherwise, all new releases, updates and other new services which extend or improve the current version of the SEA’D offer shall also be subject to these GTC. The SEA’D Internet portal is offered in the version released by SEA’D and always subject to availability.
- SEA’D presents startups to potential investors (customers) in order to provide them with information on shareholdings. The following services are offered:
- The client has access to all available information from startups that have registered on the SEA’D Internet portal and qualified according to the SEA’D selection process. This information includes, but is not limited to:
- Provision of all contact details of the start-up as well as a detailed description of the business model, market, competitors, team, financial data, investment volume. The customer is informed about the provision of the data by e-mail.
- Provision of the video interview between Startup and SEA’D, provided that the Startup has given its consent.
- All additional information uploaded by Startup, such as pitch deck, team and product videos.
- The customer will receive an invitation to the pitch event by e-mail.
- In addition to the personal appearance, the customer will be offered a technical opportunity to participate in the pitch event via an audiovisual link.
- The Customer’s contact details shall remain anonymous and shall only be disclosed to the Startup upon the Customer’s express written request.
- The customer is given the opportunity to have his investment in a start-up managed by SEA’D. Scope and content as well as costs will be regulated by an additional agreement.
- The client has access to all available information from startups that have registered on the SEA’D Internet portal and qualified according to the SEA’D selection process. This information includes, but is not limited to:
- The customer is given the opportunity to invest in a startup with co-investors. This process is accompanied by SEA’D.
- SEA’D owes the conscientious execution of the service agreed with the customer, but not a concrete success. SEA’D uses technical equipment and software to perform the service. A guarantee for the completeness and correctness of the available data is not taken over.
- The provision of the data is automated and made available online. The results may not be subject to editorial processing by SEA’D. SEA’D does not assume any liability for incorrect data of the startup.
- With complete, liable to pay costs, registration the customer receives the non-transferable and non-exclusive right to use the SEA’D internet portal by himself and only for his own purposes according to these terms and conditions. Any use of the SEA’D portal that deviates from this requires an explicit, separate, prior written permission by SEA’D. This applies in particular to the duplication as well as the paid or free transfer or provision of the SEA’D data, or copies of the SEA’D data to third parties, or parts thereof, even if this takes place on computers which are in the possession of the customer.
- SEA’D will make every effort to make the Portal available 24 hours a day, 7 days a week and to ensure maximum server availability. However, SEA’D cannot guarantee 100 % availability.
- SEA’D respects the copyright in particular. All contents of SEA’D are protected by copyright.
- The registration according to § 1 Abs. 4 does not include the transfer of property or usage rights, licenses or other rights to the customer. All rights to trademarks, titles, brands and copyrights and other commercial rights of SEA’D remain with SEA’D or other entitled parties, such as authors and ancillary copyright holders, with the exception of rights of use of the SEA’D Internet portal without restriction. All published work results and information are subject to SEA’D copyright. Only those published work results and information are excluded, which were provided by customers or a third party and were taken over by SEA’D unchanged for publication in the Internet or to which SEA’D refers by means of hyperlink.
- The security and the protection of the data of the customers is SEA’D a special concern. SEA’D undertakes to observe the statutory provisions on data protection, in particular the provisions of the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG). In addition, SEA’D’s data protection declaration applies.
- Herewith it is informed according to § 33 Abs. 1 BDSG that SEA’D stores the data of the customers in machine-readable form and processes them mechanically. Personal data are collected, stored, processed and used within the scope of the contractual provision of services. Personal data are those which contain information about personal and factual circumstances of a specific or determinable customer. The data is stored electronically. In addition, data about the retrieval of the Internet pages are recorded.
- The customer is responsible for ensuring that his access data (e-mail address and password) are treated confidentially by him. The customer should not use the password of the SEA’D account also for offers of third parties. Should the customer notice an unauthorized use of his password or his SEA’D account, he is obliged to change his password immediately.
- SEA’D will provide the customer on request at any time with complete and free information about the stored data stock, as far as it concerns the customer.
- SEA’D does not pass on any personal data to third parties.
- The personal settings which a customer enters are stored. This ensures that every customer finds the personal settings again with every new session (i.e. with every new login). SEA’D usually uses so-called cookies for this purpose. A cookie is a text file that stores information about the customer on the customer’s computer. The data stored in a cookie is anonymous and will not be linked to your personally identifiable information without your permission. Either so-called “session cookies”, text files which are only temporarily stored on your computer, or so-called “permanent cookies”, text files which are permanently stored on your hard disk by a website server, are used. Session cookies expire when you close your browser. Permanent cookies are permanently stored on the customer’s hard drive by the customer’s browser and enable us to track the use of our website so that we can continually adapt it to the needs of our customers. The customer has the possibility to accept or reject cookies at any time via the settings of his browser. If he rejects cookies, this can have a negative effect on the unrestricted use of the website.
- The customer agrees that SEA’D may use his anonymized customer data for the purposes of consulting, market research and for the improvement and needs-based design of the service. According to § 15 Abs. 3 TMG each customer can object to the transmission of the pseudonymized customer data for the purpose of consulting and market research to third parties as well as to the creation of anonymized user profiles. An e-mail to firstname.lastname@example.org is sufficient to exercise the right of objection.
- The customer expressly consents to receiving e-mail messages via the e-mail address stored in his account. SEA’D uses the email address exclusively to send the customer important information and messages regarding the services offered. The email address will not be passed on to third parties. The customer can deactivate communication via email in his personal settings, but in this case he acknowledges that he may only receive limited and passive information about the services via the website(s).
- By registering, the customer declares that he agrees to the use of his data as described in the previous provisions.
- The customer is entitled to inspect the personal data stored on his person at any time and free of charge. This information is given in writing. The request for information must be addressed in writing to SEA’D c/o, FCI FundersClub GmbH, Domstraße 17 in 20095 Hamburg (Germany), enclosing a copy of the identity card.
- The customer declares to SEA’D that he has reached the age of 18 years.
- SEA’D is entitled to check the personal data of the customer on the basis of suitable official papers. The customer therefore assures SEA’D to transmit copies of official documents – in particular the identity card – upon request.
- The contract of use is concluded when the SEA’D offer is expressly confirmed by the customer in writing or by e-mail. The written form is granted by sending an e-mail. A contract concluded online is concluded through the use of the selected service or through the execution by SEA’D of the order initiated online.
- SEA’D reserves the right not to allow individual customers to register or use the SEA’D service or to subsequently object to a use and to delete the registration data. In particular, only personal e-mail addresses are permitted for registration.
- With the registration the customer declares at the same time his agreement to the validity of these GTC.
- The fee for a customer and for one year is 3.990 Euro plus the legal VAT of 19%.
- If the customer invests with a start-up brokered by SEA’D, a written agreement will be made in which the conditions of the investment are regulated separately.
- SEA’D is entitled to change the prices and fees for the services at its reasonable discretion (§ 315 BGB). SEA’D shall notify the customer of changes in prices and fees in accordance with this paragraph. In the event of an increase, the customer is entitled, unless otherwise agreed, to terminate the existing contract within a period of 6 weeks after notification of the changes in costs and charges with a period of 6 weeks to the end of the month. If the customer terminates the contract, the increased costs and fees shall not be taken as the basis for the terminated contract.
- SEA’D shall invoice the annual fee in accordance with § 6, 1. immediately after the customer has registered in the portal. Further invoices shall be issued at intervals of 12 months. However, SEA’D is entitled to issue invoices at a later date, stating the performance period. The customer receives the invoices in pdf format by e-mail. However, SEA’D is entitled to issue invoices in written form on paper.
- SEA’D is entitled to charge default interest at the statutory rate on all amounts not paid when due. In case of default, SEA’D is entitled to temporarily suspend its contractual obligation to provide our service until complete payment of due invoices. This does not extend the agreed contract periods.
- If agreed instalment payments are delayed by more than 14 days, the total invoice amount becomes due without a separate reminder.
- It is possible to pay the invoices via the SEPA direct debit procedure. If the collection of invoice amounts in the SEPA Basic Direct Debit Scheme takes place, SEA’D shall inform the customer of the amount to be collected and the time of collection at the latest three days before the debit. A change in the agreed method of payment is a contractual change and requires the express consent of SEA’D to become effective.
- The customer is entitled to use and claim the Internet services and services agreed upon in accordance with these General Terms and Conditions in the registration area of the Internet platform www.Venture-League.com. The customer is not permitted to deposit sexual, pornographic, immoral, politically radical or other illegal content in profiles and contact messages.
- The customer is obligated,
- to treat the information about startups that he receives from SEA’D (verbally and in writing) as strictly confidential and not to pass it on to third parties;
- to notify SEA’D in writing or by e-mail immediately after discovery of any defects in the services provided by SEA’D as well as any malfunctions and restrictions in the Internet services and the registration area of the www.Venture-League.com Internet platform;
- to refrain from illegal actions and misuse of the access possibilities on the Internet platform www.Venture-League.com as well as the information provided on the platform;
- to treat the password for the use of the registration area confidentially and to ensure that it cannot be viewed or decoded and used by unauthorised third parties;
- to continuously check its company data and information provided for registration, in particular also its e-mail address, for their correctness and to update or correct them immediately in the event of changes or any other need for correction.
- The respective customer is solely responsible for communication between the customers. Statements and actions of the customers are not attributable to SEA’D.
- Each customer is responsible for compliance with the legal provisions of the data protection laws applicable to him. Every customer is in particular obliged to treat e-mails and other messages or other data from customers, which he receives in connection with the use of the Internet portal provided by SEA’D, confidentially and not to make them accessible to third parties without the consent of their author. The same applies to names, telephone and fax numbers, residential and e-mail addresses and/or URLs of other customers.
- SEA’D checks profiles according to the available possibilities for compliance with these General Terms and Conditions. Nevertheless, SEA’D assumes no joint responsibility for the content of the profiles or contact messages.
- Any use or exploitation of the SEA’D, websites or services for purposes other than those for which they are intended is inadmissible.
- The customer is prohibited from using mechanisms, software or scripts in connection with the use of the SEA’D search engine, websites and databases, as well as from blocking, overwriting, modifying, copying, in particular copying by “robot/crawler” search engine technologies of SEA’D websites or databases. However, the customer may use the interfaces or software that are made available to him within the framework of the services offered by SEA’D on the SEA’D websites.
- The customer must also refrain from any action that is suitable to impair the functionality of the SEA’D infrastructure, in particular to overload it excessively.
- The customer declares that he has the necessary knowledge and experience to assess and evaluate the business models of start-ups, including their risks, or to obtain appropriate advice.
- The customer declares that he has carefully checked all information on the business model before investing in a start-up. If necessary, additional information was obtained from the startup.
- The customer declares that he is informed in detail about the considerable financial risks of investments in startups up to the possibility of a total loss of the invested investment.
- The contract shall have a minimum duration of 12 calendar months and may be terminated by giving 6 weeks’ notice with effect from the end of the month in question. Notice of termination must be given in writing. If the notice is not given, the contract shall be extended by a further twelve calendar months.
- If a customer violates these GTC or general principles of law, or files for insolvency, SEA’D has the right at any time to block the access or to delete the corresponding entry completely and to terminate the license agreement with immediate effect.
- If a customer’s access is blocked due to a breach of contract/infringement of rights or insolvency, no refund of fees already paid will be made.
- In the event of a defect, SEA’D may repair or offer alternative solutions (subsequent performance). As long as subsequent performance attempts by SEA’D continue or have not finally failed, claims of the customer for reduction of the agreed remuneration or withdrawal are excluded. After the failure of the subsequent performance, the customer may reduce the purchase price or withdraw from the contract insofar as the respective defect is sufficient. Withdrawal is excluded if the defect is insignificant. The customer has to support SEA’D’s attempts to remedy the defect sufficiently.
- The warranty is excluded if the customer cannot reproduce the defect or show it by means of machine-generated output.
- SEA’D is only liable with regard to the data used for the fact that the data used were checked with the virus programs usual in the market for freedom from viruses. Any further liability for freedom from viruses is excluded.
- Warranty claims of the customer do not exist if the occurred error is in causal connection with the fact that the customer did not comply with any obligations to cooperate or subsequently changed the SEA’D services or had them changed.
- As far as the customer is an entrepreneur in the sense of § 14 BGB (German Civil Code), the aforementioned rights can only be asserted one year after the provision of the SEA’D services.
- SEA’D has included in these Terms the risks of investing in start-ups and is not liable for any financial loss incurred by the Customer.
- The liability of SEA’D is limited to intentional or grossly negligent damages regardless of the legal basis. However, this limitation of liability does not apply to damages to life, body and health, to the violation of cardinal obligations or to claims arising from the Product Liability Act.
- As far as SEA’D is liable due to simple negligence, the claim for damages is limited to the foreseeable damage and to an amount of 5,000 euros.
- The compensation for consequential damages, in particular damages to hardware, software or due to loss of data on the part of the customer as well as loss of profit is completely excluded.
- If and as far as the liability of SEA’D is excluded, this also applies to the personal liability of the employees, workers, staff, representatives and vicarious agents of SEA’D.
- It exists agreement that according to the state of the art errors in programs cannot be excluded even with application of the greatest care and that an uninterrupted and error-free operation as well as the complete elimination of possible program errors, cannot be guaranteed.
- SEA’D excludes any warranty for the software and the functionality of the internet platform and makes no assurances regarding the correctness, suitability, reliability, punctuality or accuracy of the information contained therein.
- In particular, SEA’D assumes no liability if its Internet platform and/or the functionality of the SEA’D services is interrupted, impaired in its function or destroyed by force majeure, strike, lockout, operational disruptions or external impairments of the structures.
- SEA’D does not assume any liability for the data protection practices and the content of other websites to which SEA’D links.
- SEA’D is not liable for the unauthorised and unintended acquisition of knowledge by third parties of personal data of customers (e.g. through unauthorised access by “hackers” to the database of SEA’D) as well as for the fact that data and information which the customers themselves have made accessible to third parties, e.g. through the provision of the password, are misused by these.
- SEA’D does not assume any responsibility for a possible delay, deletion, false transmission or a memory failure in the communication between customers or in connection with personally designed areas.
- Furthermore, SEA’D points out that it also expressly assumes no liability for content provided by Internet users or by customers of the Internet platform provided by SEA’D. SEA’D is not responsible for the content provided by Internet users.
- SEA’D also assumes no liability for damages to computer systems and/or annoyances or damages of customers of SEA’D, which were caused in the context of the communication with other customers of SEA’D or by the call of external links.
- If the customer is a private person, he can revoke this contractual relationship within 14 days without giving reasons. The period begins from the date of consent to these GTCs. The revocation must be made in writing either by e-mail to email@example.com or by post to:
FCI FundersClub GmbH
20095 Hamburg (Germany)
- In the event of revocation, the customer account will be deleted immediately and access to the services of SEA’D blocked. Payments already made will be refunded to the customer.
- SEA’D reserves the right to redesign and amend the GTC.
- The customer declares that he agrees with the application of the amended terms and conditions to contracts concluded before the respective amendment, provided that SEA’D notifies the customer that an amendment to the terms and conditions has taken place and the customer does not object to the amendment within a period of two weeks, beginning with the day following the notification of amendment. In this case, the change in question shall be deemed approved. The change notification can be sent by e-mail to the e-mail address provided by the customer.
- SEA’D can exclude customers from the further use of individual or all offers of the SEA’D Internet portal or reject individual profiles in the event of abuse without observing a deadline and without stating reasons.
- If an excluded customer nevertheless takes part in the Internet offer of SEA’D, e.g. under another identity, or tries in this way to conclude a license agreement with SEA’D, SEA’D expressly reserves the right to take legal steps.
- SEA’D can demand from the customer also during the term of the contract and after termination of the contract the immediate correction, deletion, blocking and surrender of the data, which he receives in connection with the use of the Internet portal made available by SEA’D. SEA’D can also demand from the customer the immediate correction, deletion, blocking and surrender of the data, which he receives in connection with the use of the Internet portal made available by SEA’D. SEA’D reserves the right to take legal action against the customer.
4 The operation of the Internet portal is at the sole discretion of SEA’D. SEA’D is entitled, but not obliged, to check the content of any text as well as any registered images and videos for the guidelines underlying these provisions and, if necessary, to change or delete them.
- SEA’D reserves the right to assert claims for damages in particular due to violations of these GTC or other legal violations.
- The contractual relations between SEA’D and the respective customer are exclusively governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods, but with the proviso that the property rights of SEA’D are protected worldwide according to the locally applicable law.
- Exclusive place of jurisdiction is, as far as legally permissible, Hamburg, Federal Republic of Germany.
- Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the other provisions of these GTC. SEA’D and the customer shall replace or supplement the invalid or incomplete provision with a provision which comes as close as possible to the economically intended result. The same applies to contractual gaps.
Information on how to contact SEA’D can be found on the imprint/contact page.