Dear Investor, you will find below the Terms and Conditions that you must accept to complete your registration with Fellow Funders and invest on the platform at www.fellowfunders.es(hereinafter “the Platform”).
This document does not regulate the relationship between the Investor and the developer company (hereinafter called "the Developer") of an investment project (hereinafter called "the Project") resulting from the investment (hereinafter called "the Investment"), which, if applicable, will be regulated during the investment process (hereinafter called "the Investment Process") to which the Investor declares to know and understand.The Pact of Partners and Investment Agreement (signed by the Developer and Investors) and the provisions of the Law will also regulate the investment, if applicable.
FELLOW FUNDERS PSFP, S.A.U. (hereinafter called "Fellow Funders") is a Spanish corporation based in Madrid, Avenida de la Victoria nº 55, C.P. 28023, C.I.F. A.-87.675.716.
The company is registered in the Mercantile Registry of Madrid in volume 35.287, folio 122, Page M-634.406, 1st inscription.
The corporate purpose is the same as that of European providers of participative financing services for companies. It is authorized by the CNMV (Spanish Securities and Exchange Commission) under Regulation (EU) 2020/1503 of the European Parliament (hereinafter called "Regulation (EU) 2020/1503") and of the Council (7th October 2020) relating to European providers of participative financing services for companies.
According to the registration procedure, Investor shall mean any natural and legal person registering at Fellow Funders.
According to Article 21 of Regulation (EU) 2020/1503, the Investor may be an Experienced or Non-Experienced Investor.
The Investor may in no case act as a nominee for another investor.
Fellow Funders reserves the right to include additional requirements at its sole discretion to become an Investor on its platform.
The Investor covenants to Fellow Funders are as follows:
The Investor shall be truthful in all its statements during the registration process and the Investment Process. For this purpose, the Investor shall provide all the information required, without omitting any relevant data, and shall not attempt to obtain the qualification of Experienced Investor if it does not comply with the requirements outlined in Article 21 of Regulation (EU) 2020/1503.
Furthermore, the Investor shall be truthful in accepting to understand the Risks of the Investments.
The Investor commits to provide Fellow Funders with such additional information as may be required by Fellow Funders to complete the registration, for qualification as an Experienced Investor or Non-Experienced Investor, and if necessary annual review, or during the Investment Process.
Each time Non-Experienced Investors accept an equity financing offer involving an investment above EUR 1,000 or 5% of such Investor's net assets, whichever is higher, and before such acceptance, Non-Experienced Investors shall:
(i) express their express consent to the investment after being informed of the risks, and
(ii) demonstrate to the equity financing service provider that they understand the investment and its risks.
The Investor agrees to:
(i) maintain in strict confidence all information (verbal or written) contained on the Fellow Funders Website, as well as that received by the Investor to study each Investment Project, including the Investment Key Facts Sheets (hereinafter called "the Information"). Not to transmit it, in whole or in part, to any natural or legal person except with its prior authorization or when its disclosure is legally required, in which case it must be brought to the attention of the Investment Promoter and Fellow Funders, immediately.
(ii) use the Information solely to consider participating in the Project.
(iii) not to make or study an Investment to obtain information, ideas, or know-how to compete with the Developer or for personal business purposes.
(iv) avoid any conflict of interest in the investments.
The Investor agrees to:
(i) be familiar with the General Terms and Conditions of Use, which the Investor accepts by registering and accepting these conditions.
(ii) act in good faith during the Investment Process, the operation of which the Investor declares to know and understand, and to collaborate in any mercantile correction that may be required during the process.
(iii) take legal, tax, and financial advice from the Investor's advisors regarding the Investment, risks, the Investment Process, and the contents of this document.
(iv) not to negotiate with the Developer to perform the Investment outside the Platform.
(v) assume responsibility for own expenses and taxes incurred as a result of the Investment.
All services rendered by Fellow Funders to the Investor are free of charge, except for the delivery of the Additional Project Target Report, which will have a cost of 99 EUR (plus VAT) following the Fees. The Investor must pay at the time of its acquisition unless the Investor purchases the "Premium" qualification. In such a case, the Investor must pay the amounts in force at any given time for such qualification.
The Investor agrees to indemnify Fellow Funders (without limitation) against any direct or indirect loss or damage, including loss of profit, which may be caused to the company by the breach of the Investor's obligations under these Terms and Conditions.
Fellow Funders commits to perform its work of intermediation between the Developer and the Investor under the principles of honesty, fairness, and professionalism, considering the best interest of its clients (both the Developer and the Investor).
The information provided by Fellow Funders to the Investor about the rights and obligations when operating through the participative financing platform must be transparent, appropriate, impartial, and professional.
Under no circumstances shall the Information be construed as a recommendation, warranty, or advice by Fellow Funders to the Investor.
Likewise, Fellow Funders shall comply in all its relations with the Investor with the provisions of Regulation (EU) 2020/1503, as well as any other applicable regulation.
However, the Investor declares to know and accept that the work of Fellow Funders is merely to connect the Investor with the Developer and to confirm that all the Information provided by Fellow Funders and the company's classifications of the Projects comes from the Developer (without Fellow Funders having the capacity to ensure its veracity or that it is complete). Thus, Fellow Funders does not participate in or influence the outcome of the Investment. Likewise, the company does not guarantee that there will or will not be fraud in or after the Investment Process.
The Investor declares to know and accept that Fellow Funders performs only intermediary tasks between Developer and Investor and that the reports and data provided by Fellow Funders come from the Information provided by the Developer. For this purpose, Fellow Funders cannot and does not assume any responsibility regarding the Project, the Information, or the reports that the company made on the same. Likewise, the company cannot guarantee the result of the Investment or the absence of fraud during or after the Investment Process.
As explained in the Investment process, Fellow Funders has no access to the invested money by the Investor. Any fraud, misappropriation, theft, and loss of the same will be the Developer's responsibility or, if applicable, the commercial company in charge of the payment gateway.
Accordingly, the Investor releases Fellow Funders, its partners, managers, and employees from any liability for:
(i) The result of the Investment, including the total loss thereof, whatever its cause.
(ii) The lack of truthfulness or completeness of the Information provided to the Investor.
(iii) Any crime suffered by the Investor before, during, or after the Investment.
(iv) The actions by third parties (for example, without limitation, the Developer, notaries, banks, entities in charge of payment gateways, responsible lawyers for formalizing the Investment) during or after the Investment process.
(v) Bankruptcy of the Developer, banks, or other entities responsible for the payment gateways.
(vi) Any direct or indirect damage (for any reason) caused to the Investor before, during, or after the Investment.
Therefore, all Investor's rights concerning the Investment shall be exercised against the Developer or the third party that may have caused the damage.
These Terms and Conditions shall not be construed as an assignment or concession of intellectual property rights, know-how, or industrial property of Fellow Funders on the Investor's behalf.
The Investor knows and accepts that considering that the Investment is produced using a subscription in a capital increase in a commercial company, the personal data and the amount of the subscription will be included in the public deed of a capital increase, the Developer's book of partners and registered and published in the Mercantile Registry.
The present Terms and Conditions will remain in force as long as the Investor does not manifest the will to terminate its registration on the Platform.
Fellow Funders, without prejudice to the indemnification rights in its favor, may cancel the registration and terminate its relationship with the Investor, expelling the Investor from the Platform, in cases where the Investor breaches any of its obligations under this contract, or if the Investor does not comply with the requirements, present or future for admission.
If Fellow Funders proceeds to terminate an Investor's registration because an Investor fails to comply with requirements that were not in force at the time of registration, both parties agree to cease the registration in good faith and in a manner that causes the least prejudice to both parties.
Ceasing to be registered on the Platform shall not prevent the Investor from continuing with those obligations that by their nature remain in force.
The Investor may not assign, transfer, entrust or otherwise substitute its contractual position vis-à-vis Fellow Funders.
These terms and conditions (as well as any others contained in the Platform) may be modified unilaterally by Fellow Funders. The Investor will have 15 days from the modification to reject it, renouncing in such case to its registration and participation in the Platform.
Any notice or other communication that may or must be given under these General Conditions shall be given in writing. Likewise, it must be transmitted by any means, including e-mail, that ensures and accredits its receipt, or the refusal to receive it, and content to:
(i) Fellow Funders, using the address given in the 1st clause of Fellow Funders or the e-mail email@example.com.
(ii) The Investor, using the address provided in the registration.
These Terms and Conditions shall be governed by Spanish common law to any local or regional law exclusion.
For any questions arising concerning the validity, interpretation, and fulfillment of these Terms and Conditions, the parties expressly submit to the jurisdiction of judges and courts of Madrid, except for mandatory jurisdiction of extension.
LAST UPDATE: February 2022