Terms of Use

1    Definitions

1.1    Agreement: the agreement that Symbid UA concludes with the visitor to the Symbid website, to which agreement these General Terms and Conditions of Use are applicable.

1.2    Balance: the credit balance in electronic money – as defined in Article 1.1 Wft and issued by Feet – as shown on the Symbid Dashboard, not yet or no longer allocated to an Idea Plan.

1.3    Company: the company incorporated under the laws of the country in which Symbid UA offers its services on the Symbid website, which will implement the Idea Plan.

1.4    Content: all information (in the broadest sense) published on the Symbid UA website and the Symbid Platform by Entrepreneur(s), Investor(s), Pledger(s), Project poster(s) and/or User(s).

1.5    Pledge: the amount allocated by a Pledger to a Project Plan, which Pledge becomes unconditional if and to the extent that a Target Capital Donating set for that Project has been reached.

1.6    Pledger: (legal) person who makes a Pledge, also a D-member of Symbid UA.

1.7    Entrepreneur: a (legal) person who aims at realizing a Plan, also a B-Member of Symbid UA.

1.8    General Terms and Conditions of Use: the General Terms and Conditions applicable to the agreement between User(s) and Symbid UA.

1.9    Idea: an Entrepreneur’s idea that is new, commercially exploitable, unique, original and/or distinctive in comparison to existing products, services and/or processes.

1.10    Idea Plan: a detailed description of the Idea, containing a business plan, an earnings model and Target Capital Investing and the percentage of shares that the Investment Cooperative will receive in the Company (still to be incorporated) upon raising the Target Capital Investing and, to the extent the Entrepreneur is using an existing Company, a completed self-assessment questionnaire (answers to questions regarding tax debts, staff, annual accounts, prognoses and debtors/creditors).

1.11    Investment: the Symbid Part(s) (i) that an Investor and an Entrepreneur allocate to a Plan, (ii) which confer(s) a membership right and (iii) confer(s) a number of Units in the membership capital of the Investment Cooperative as soon as the Target Capital Investing is achieved.

1.12    Investment Cooperative: the cooperative that will be incorporated after the Target Capital Investing is achieved and of which the Investors and Entrepreneur will become Members.

1.13    Investor: a (legal) person investing in a Plan, also an A-Member of Symbid UA.

1.14    Part: digital unit on the Symbid Platform representing a value of EUR 20 and qualifying as electronic money as defined in Article 1:1 of the Wft, issued by Feet and which can be used as means of payment with Investment Cooperatives (to be incorporated) that have made an agreement with Feet.

1.15    Participants: Users, Investors, Entrepreneurs, Pledgers and Project Posters.

1.16    Plan: a detailed description of the Idea (Idea Plan) or the Project (Project Plan).

1.17    Project: an activity limited in terms of means to create something (such as a video recording)

1.18    Project Plan: a detailed description of the Project provided with the objective of the Project and the Target Capital Donating of the Project.

1.19    Project Poster: a (legal) person who aims at realizing a Project Plan and also an E-member of Symbid UA.

1.20    Symbid Dashboard: personal page of the User, Entrepreneur, Investor, Pledger or Project poster, with Entrepreneurs, Investors, Pledgers and Project Posters also indicating the Balance and/or Pledge(s).

1.21    Symbid Platform: the platform made available by Symbid UA to afford Investors, Entrepreneurs, Pledgers and Project Posters the opportunity to get to meet one another and learn about one another’s ideas and/or investment willingness, and/or willingness to Pledge as well as the opportunity to make arrangements with each other about collaborations and/or Pledges.

1.22    Symbid UA: the cooperative named: Symbid Coöperatie U.A., having its registered office in Utrecht, the Netherlands.

1.23    Symbid website: the homepage of Symbid UA, which forms the basis for the services, which a visitor may use to construct a Symbid Dashboard and which Users, Investors, Entrepreneurs, Pledgers or Project Posters can use to access such items as the Symbid Platform.

1.24    Target Capital Donating: the expected budget given by a Project Poster and which is (at least) required to realise the Project.

1.25    Target Capital Investing: the capital designated by the Entrepreneur necessary to implement the Idea Plan.

1.26    User: person or legal entity with a Symbid Dashboard who has access to the Symbid Platform.

2    General

2.1    Symbid UA supplies services consisting of bringing together Investors and Entrepreneurs as well as Pledgers and Project Posters through the Symbid Platform. Users, Entrepreneurs, Investors, Pledgers and Project Posters may obtain Ideas and/or Projects on the Symbid Platform and Investors and Pledgers can make capital available to implement these Ideas and/or Projects and/or put them into production. The purpose of Symbid UA is to bring these parties together via the Symbid Platform. After the Target Capital Investing or the Target Capital Donating has been contributed, the Investors and the Entrepreneur will jointly take the necessary steps to achieve the Idea Plan and/or the Project Poster will commence with the realisation of the Project Plan.

2.2    A visitor to the Symbid website will not have access to the Symbid Platform and the Plans published there. Should a visitor desire to obtain access to the Symbid Platform, then the visitor must become a User. In order to become a User, a visitor must complete an online registration form and agree to the General Terms and Conditions of Use. It will then be up to Symbid UA to determine whether the visitor is eligible to become a User. If Symbid UA decides that a visitor may become a User, then an Agreement will be created between the visitor and Symbid UA (which Agreement will be concluded through (electronic) acceptance) and these General Terms and Conditions of Use will apply. A confirmation will be sent by e-mail to the User. These General Terms and Conditions of Use are applicable to every use of Symbid UA’s website(s) and all services, products and/or software to be supplied by Symbid UA.

2.3    As soon as the Agreement is concluded, Symbid UA will consider the visitor a User and will grant him access to his/her Symbid Dashboard.

2.4    A User may then become an Investor, Entrepreneur, Pledger or Project Poster provided that he or she satisfies the other terms and conditions specified by Symbid UA, at which time the User will have to conclude a new Agreement with Symbid UA.

2.5    For a detailed description of how the Symbid Platform works, please visit the Symbid website.

3    Amendment to the General Terms and Conditions

3.1    Symbid UA may at any time unilaterally amend these General Terms and Conditions of Use if circumstances or amendments to the law so require. As soon as a new version becomes available, it will be available on the website(s). The new version will be offered to the User for his or her acceptance the next time he or she logs in to the Symbid Dashboard. Should the User not wish to be bound to these amendment(s), Symbid UA will determine whether it will invoke the provisions of Article 9.2 under b of these General Terms and Conditions of Use.

4    General Rules

4.1    The Symbid Platform is open to ‘customary transactions’ by Participant(s). Symbid UA has the discretion to determine what qualifies as a ‘customary transaction’ and what does not.

4.2    The User will not jeopardise the functioning of the Symbid Platform in any way whatsoever. To that end, the User will not add or remove any data that exceeds the scope of ‘normal use’. Symbid UA has the discretion to determine what qualifies as ‘normal use’. Moreover, the User warrants that its equipment and software are sufficiently secured against viruses and other malware.

4.3    Any transaction other than ‘normal use’ requires Symbid UA’s prior written consent. Examples of transactions that do not qualify as ‘normal use’ include the copying, distribution and reuse, etc., of website(s) or parts of websites (including published Content).

4.4    Only a regular, standard web browser may be used to access the website(s). Symbid UA will penalise the use of computerised or customised systems, such as robots, spiders or offline readers by denying the relevant User access to the Symbid Platform and cancelling his or her Symbid Dashboard.

4.5    Without Symbid UA’s express consent, the collection or other processing of the personal data of the Users of the website(s) and/or a service (such as, for example, Dashboard data or user names) is prohibited.

4.6    An exception to the foregoing is made for (operators of) public search engines, though exclusively for the installation of spiders for the purposes of creating publicly available search indexes for the material. The consent will not extend to creating caches or archives of that material.

5    Symbid Dashboard

5.1    A Symbid Dashboard may be created by any person over the age of 18. You are required to provide correct information when creating a Symbid Dashboard.

5.2    The password for the Symbid Dashboard must be kept in a secure location and may not be disclosed to third parties. Symbid UA must be immediately informed if any third parties become aware of a User’s Dashboard data and password.

5.3    The User can get access to the Symbid Dashboard through a personal account hosted by a third party, such as but not limited to its Twitter, Facebook or Google-account. If the User chooses to get access to the Symbid Dashboard through another personal account, it gives its consent to Symbid UA to provide access to the Symbid Dashboard by way of Open authentication (oAuth). Symbid UA does not share the Users’s password or account name with any third party. Symbid UA only provides access to the Symbid Dashboard or shares information on the Symbid Dashboard with third parties, with the explicit consent of the User.

5.4    The User is responsible for all activities performed from the Symbid Dashboard, whether these activities are directed towards Symbid UA or towards third parties.

6    Privacy

6.1    Symbid UA will process personal data in the context of the services and products that Symbid UA offers. Symbid UA will process these personal data in accordance with the Dutch Personal Data Protection Act [Wet bescherming persoonsgegevens]. The Privacy Policy available through www.symbid.com describes the terms and conditions on which Symbid UA processes personal data. This Privacy Policy constitutes an integral part of these General Terms and Conditions of Use. If a User agrees to these General Terms and Conditions of Use, the User agrees also to the aforementioned Privacy Policy.

7    Intellectual Property

7.1    Everything published on the website at www.symbid.com, with the exception of the Content, is protected by copyright. Symbid UA or affiliated persons or legal entities are the holders of these rights. Users are not permitted to reproduce and/or disclose (parts of) the website except for the use described in the General Terms and Conditions of Use, without the prior written consent of Symbid UA.

7.2    Symbid UA holds various mark registrations. Symbid UA’s marks may not be used without the prior written consent of Symbid UA.

8    Exclusion of Liability and Warranties

8.1    The contents of the Symbid Platform are prepared with the utmost care. Symbid UA, however, does not give any guarantees regarding the nature or content of the information on the Symbid Platform and/or the suitability of same for a particular purpose. Symbid UA is not liable for the content of information published by Users, Investors, Entrepreneurs, Pledgers or Project Posters but will remove, or at least block access to, manifestly unlawful information. Symbid UA will have the discretion to determine what constitutes manifestly unlawful information. Users who notice that certain Content published on the website(s) is unlawful, must notify Symbid UA. Moreover, Symbid UA does not warrant the suitability of this information for the Entrepreneur’s or Project Poster’s purpose.

8.2    Symbid UA depends on a number of technological tools and services offered by third parties, such as suppliers of telecommunications services, in order to maintain its website(s) and services. Symbid UA has no influence on the business operations of these third parties and therefore offers no warranties with regard to the availability of its website(s) and services.

8.3    The User acknowledges that access to Symbid UA’s website(s) and/or services may be illegal in other countries. Every User bears full responsibility for acting in accordance with local laws.

8.4    In part for the aforementioned reasons Symbid UA acknowledges no liability whatsoever for any loss or damage sustained by the User or third parties as a consequence of the use/disruption of Symbid UA’s website(s) or services. The only exception will be made in the case of an intentional act or omission or gross negligence on the part of Symbid UA.

8.5    Any liability on the part of Symbid UA will generally not exceed the direct loss the User has demonstrably sustained. Symbid UA will never be liable for any indirect loss sustained by the User.

8.6    Symbid will also not be liable for any harm or loss resulting from the provision by the User(s) of incorrect information when creating the Symbid Dashboard.

9    Creation, Term, Suspension and Dissolution of Agreements

9.1    The Agreement is entered into for an indefinite period of time. The User may cancel his or her Agreement by submitting a written notice to info@symbid.com.

9.2    Symbid UA has the right to dissolve the Agreement in writing with immediate effect and without notice of default and/or to suspend Symbid UA’s obligations and/or to exclude the User permanently from Symbid UA’s products and/or services and/or to remove the content the User has published on www.symbid.com or deny User access to same without prior notice if:

a.    the User fails to meet his or her obligations pursuant to the Agreement and/or these General Terms and Conditions of Use or if he or she fails to do so in full or on time;
b.    the User does not accept one or more amendments as defined in Article 3.1 of these General Terms and Conditions of Use;
c.    after conclusion of the Agreement Symbid UA becomes aware of circumstances that give it good reason to fear that the User will not perform his or her obligations;
d.    circumstances of such nature occur that would make it impossible for Symbid UA to perform the agreement or it would be unreasonable to demand that Symbid perform the agreement in its unamended form;
e.    Symbid UA is notified that the User has been involved in any way in publishing content on www.symbid.com that is discriminatory, racist, vindictive, offensive or otherwise unacceptable;
f.    Symbid UA is notified that the User has been involved in any way whatsoever in publishing content on www.symbid.com that is protected by (intellectual) property held by one or more third parties;
g.    Symbid UA is notified that the User has been involved in any way in publishing content on www.symbid.com that could harm Symbid UA’s reputation and/or could otherwise harm Symbid UA;
h.    the User is declared bankrupt or has filed for bankruptcy;
i.    the User has been granted or requested suspension of payments.

9.3    If, based on the grounds set forth in this Article, Symbid UA proceeds to apply the aforementioned measures, Symbid UA will not owe compensation for loss or expenses incurred as a result. Symbid UA, however, will be entitled to recover its loss from the User. In such case, Symbid UA will also be entitled to block the User’s access to the Symbid Dashboard and to remove the content published by the User.

9.4    Symbid UA will not be required to fulfil any obligation it has to the User if Symbid UA is prevented from doing so due to a circumstance for which it is not culpable or responsible by law, a legal act or generally accepted standards.

10    Final Provisions

10.1    If any provisions of these General Terms and Conditions of Use are invalid or are nullified, the other provisions will remain in full force and effect.

10.2    If various translations of these General Terms and Conditions of Use conflict with the original Dutch version, the Dutch version will prevail.

10.3    These General Terms and Conditions of Use and the legal relationship between Symbid UA and the User are governed by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods [Weens Koopverdrag] is expressly excluded.

10.4    Any disputes between the User and Symbid UA will be submitted exclusively to the Court of Amsterdam. This Court will have exclusive jurisdiction over all disputes arising between the User and Symbid UA in relation to this Agreement.