General terms and conditions of CPH INVEST GMBH for the use of the funding page www.cph-Invest.com
CPH INVEST GMBH in De-Saint-Exupéry-Str. 10, 60549 Frankfurt am Main, Germany (“ Issuer ”) operates a funding page (“ Funding Page ”) at https://www.cph-Invest.com, through which investors can subscribe to subordinated loans and thus make capital available to the Issuer can ask.
The issuer introduces itself to potential investors on its funding page and provides them with information on its planned financing project. On the basis of this information, potential investors are given the opportunity to participate in the financing of the issuer (” funding “). This takes place in the form of a large number of earmarked, qualified subordinated loans (“ loans ”), which are identical to each other except for the respective loan amount. These partial loans are concluded in electronic form directly on the issuer’s funding page in a legally binding manner.
In order to gain access to the information and financing projects and, if necessary, to be able to conclude loan agreements, a potential investor must first register on the funding page.
For any use of the Funding Page by (potential) investors (“ Users ”), the following General Terms and Conditions (“ GTC ”) apply exclusively.
1. By using the Funding Page, a usage contract is concluded between the user and the issuer, which is exclusively subject to the following terms and conditions. This usage agreement forms the framework for the use of the funding page for information purposes and the subsequent conclusion of loan agreements between investors and the issuer. The use of the funding page is free of charge for users. The use of the funding page for informational purposes does not constitute a financial service.
The terms and conditions apply to all content, functions and other services that are made available on the funding page.
2. There is no entitlement to registration and use of the funding page. The issuer is free at any time to reject a user without giving reasons.
1. In order to be able to use the funding page to its full extent, registration is required. Registration as a private individual is permitted for natural persons who have reached the age of 18, have unrestricted legal capacity and are resident in Germany. Non-natural persons must have their registered office in Germany. Investors must act on their own account. Multiple registrations by the same person are not permitted.
2. Registration must be carried out with complete and truthful information about the requested data.
3. In order to be able to accept a contract offer from the issuer as a user, it is also necessary to provide complete, truthful information about the investor-specific data that is requested during or after registration.
4. After completing the registration, the issuer sends 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 data at any time under “My Account”.
5. Registration with incorrect data or incorrect investor-specific data is not permitted and will result in the user being excluded from the funding page.
6. The user undertakes to ensure that all information provided is always truthful and up-to-date for the duration of use of the funding page.
7. The user undertakes to ensure that his access data, in particular his password, are not made accessible to third parties. He alone is responsible for all actions that take place via his user account. If there are indications of misuse of the user account or if third parties have nevertheless obtained knowledge of the access data, the user is obliged to notify the issuer immediately.
8. The issuer will not pass on the user’s access data to third parties and will not request this from him by e-mail or telephone.
III. Right of withdrawal for consumers regarding registration
Right of withdrawal
right of withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.
The cancellation period is fourteen days from the day the contract was concluded.
To exercise your right of withdrawal, you must inform us, CPH INVEST GMBH in De-Saint-Exupéry-Str. 10, 60549 Frankfurt am Main, Germany, e-mail: firstname.lastname@example.org by means of a clear statement (e.g. a letter sent by post or e-mail) of your decision to withdraw from this contract. You can use the model cancellation form attached to the contract value, but this is not mandatory.
To meet the cancellation deadline, it is sufficient for you to send the communication regarding your exercise of the right of cancellation before the cancellation period has expired.
Consequences of revocation
If you revoke this contract, we have paid you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a different type of delivery than the cheapest standard delivery offered by us have), immediately and at the latest within fourteen days from the day on which we received the notification of your cancellation of this contract. For this repayment, we use the same means of payment that you used in the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged fees for this repayment.
If you have requested that the services should begin during the cancellation period, you must pay us a reasonable amount that corresponds to the proportion of the services already provided up to the point in time at which you informed us of the exercise of the right of cancellation with regard to this contract compared to the total scope of the services provided for in the contract.
End of revocation
IV. Use of the Funding Page
1. The issuer will make information and documents available on the funding page and will make a legally binding offer to conclude a loan agreement to potential investors via the funding page and will conclude corresponding contracts with them. He does not provide any services that require a license under the Banking Act, the Capital Investment Code or the Payment Services Supervision Act. Payments are processed exclusively via a payment trustee (licensed payment institution).
2. The use of the funding page is free of charge for the user.
3. The documents made available on the funding page expressly do not claim to contain all the information required for the assessment of the investment offered in each case. They do not constitute a prospectus in the legal sense. Users should take the opportunity to ask the issuer questions via the funding page before making an investment decision. Users should obtain information from independent sources if they are unsure whether they should enter into a subordinated loan agreement.
The documents provided on the funding page cannot replace expert advice. Users should inform themselves about the legal, economic and tax consequences of such an investment before concluding a qualified subordinated loan agreement.
In the case of qualified subordinated loans, users as lenders bear an entrepreneurial risk that is higher than the risk of a regular lender. The loan capital including the interest claims cannot be reclaimed due to the qualified subordination if this would cause insolvency for the borrower. This can lead to the total loss of the invested capital and interest. Users should note the detailed risk information.
4. The respective loan amount can be freely selected by the user within the given framework. For an investment, the user may only use his own liquid funds that are free of third-party rights.
5. Comments made by users on the funding page or the associated blogs etc. that are inappropriate or violate applicable law are not permitted and will be deleted immediately. Violations of this regulation can lead to the user being obliged to pay damages and to the immediate exclusion of the user from using the funding page.
V. Making an Investment
An investment via the funding page works as follows:
1. A potential investor registers as a user of the funding page and finds out about the financing projects. To do this, he uses the information and documents provided by the issuer.
2. To conclude a loan agreement, the user accepts the offer made by the issuer in the amount he/she has chosen via the process provided for this purpose on the issuer’s funding page with legal effect (” subscription declaration “).
3. The legal obligations from the loan agreement become effective with the user’s declaration of subscription and payment of the partial loan amount owed by the user becomes due . The user has to pay the amount into an escrow account with a debt-discharging effect on the issuer. The details are regulated in the respective loan agreement.
4. In the event of an effective cancellation of the loan agreement or if the funding threshold (minimum total subscription amount within the respective swarm financing) is not reached, the issuer will ensure that the user transfers his partial loan amount from the escrow account to his deposit account without any deductions or costs is transferred back ; This does not affect the possible obligation to compensate for the value in the event of a revocation by the user. Otherwise – if the funding is successful – the loan amount is paid out from the escrow account to the issuer in accordance with the detailed provisions of the respective loan agreement.
VI. Term and Termination
1. The contract of use existing according to these GTC is concluded for an indefinite period. It can be terminated at any time by the user or the issuer with a notice period of one week to the end of the month. The right to extraordinary termination remains unaffected.
2. Notices of termination by the user must be sent by email to email@example.com. The user will be informed of terminations by the issuer by e-mail to the e-mail address last stored on the funding page.
3. It is made clear that a termination of this contract of use does not affect other existing contractual relationships between users and the issuer, in particular existing loan agreements.
The issuer endeavors to offer comprehensive availability of the funding page within the scope of what is technically feasible and economically reasonable. However, the issuer assumes no liability for this. In particular, maintenance work, security and capacity reasons, technical circumstances and events beyond the issuer’s control can lead to the funding page being temporarily or permanently unavailable. The issuer reserves the right to restrict access to the funding page 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 documents that the user has downloaded from the funding page. Excluded from this obligation are information and documents that are publicly accessible. This obligation also applies indefinitely beyond the period of use of the funding page and also upon termination of this usage agreement. If a user violates this obligation, this can lead to a liability for damages.
1. The issuer’s liability for contractual breaches of duty and for tortious liability is limited to intent and gross negligence.
2. In addition, the issuer is only liable in the event of simple negligence in the event of a breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the user can regularly rely (” cardinal obligations”). Liability for cardinal obligations is limited to such typical damage and/or such a typical scope of damage as was foreseeable at the time the contract was concluded.
3. The above restrictions also apply to legal representatives, executives, employees or vicarious agents of the issuer.
4. The above limitations do not apply to liability resulting from injury to life, limb or health and under the Product Liability Act, as well as in the case of the assumption of express guarantees on the part of the issuer.
5. The issuer’s funding page contains links to external third-party websites. The issuer has no influence on the content of these directly or indirectly linked websites. The respective provider or operator is always responsible for the correctness of the content, which is why the issuer assumes no liability in this regard. The issuer checked the external websites for possible legal violations at the time of linking. At the time of linking no violations were recognizable. The issuer cannot constantly check all content of the pages linked by the issuer without actual indications of a violation of the law. If the issuer becomes aware of any legal violations, the issuer will remove the relevant links immediately.
XI. Final Provisions
3. The place of jurisdiction for all legal disputes arising from this contractual relationship with users who are business people or who do not have a general place of jurisdiction in Germany or in another EU member state is the issuer’s registered office. In all other cases, the legal place of jurisdiction applies.
4. Should individual provisions of these General Terms and Conditions be or become void, ineffective or unenforceable, the validity of these General Terms and Conditions shall remain unaffected. In this case, the parties are obliged to replace the void, ineffective or unenforceable provisions with such provisions that come as close as possible to the purpose of the void, ineffective or unenforceable provisions in a legally permissible manner. The same applies in the event of loopholes.
5. The European Commission has set up a European online dispute resolution platform at http://ec.europa.eu/consumers/odr/ . A consumer can use this platform for the out-of-court settlement of a dispute arising from online contracts with a company based in the EU. To do this, he must fill out an online complaint form, which can be reached at the above address.
6. We would like to point out that the following body is responsible as the consumer arbitration board: Arbitration board at the Deutsche Bundesbank, Postfach 11 12 32, 60047 Frankfurt am Main, www.bundesbank.de/schlichtungsstelle . We take part in a dispute settlement procedure before this consumer arbitration board.
CPH INVEST GMBH – as of August 2018