User Terms

1 Definitions

In these User Terms, the following terms have the meanings indicated:

Payment Service Provider

the financial institution licensed to offer and execute payment services, such as wire transfers and card payments, anywhere in the European Union as referred to in Directive (EU) 2015/2366 on payment services in the internal market, through which payments are made to the Venture.

Broccoli

the legal entity Broccoli B.V. (Chamber of Commerce no. 85620793), having its registered office at Broccoli B.V., with offices at Julianaplein 8 in ‘s-Hertogenbosch.

User Agreement

the agreement concluded between Broccoli and the User in which it has been agreed that the User may make use of the Platform.

Investment Agreement

Agreement between the User and the Venture whereby the User invests money in the Investment Project on the basis of the Investment Proposal for which User receives ownership rights from the Venture.

Investment Project

The project placed on the Platform by the Venture with the aim of obtaining capital from the Users.

Investment Proposal

The Venture's proposal, based on the Investment Project, to a User to invest.

Platform

The online platform operated by Broccoli (platform.broccoli.eu) on which the Venture can present its Investment Project and where Users can register to invest in an Investment Project.

User

a natural or legal person who uses the Platform and registers on the Platform to invest in an Investment Project.

Venture

a legal entity that makes use of the Platform, or applies to make use of the Platform, and after permission from Broccoli can place its Investment Project on the Platform.

1. General
   1. These User Terms apply to every User.
   2. Broccoli in no way gives its opinion, funding or investment advice in relation to all aspects of Investment Projects and Investment Proposals to Users of the Platform. Nothing Broccoli observes can ever be construed as funding or investment advice. Accordingly, Broccoli does not guarantee any benefit or (financial) result. Broccoli complies with all current and applicable laws and regulations.
   3. Broccoli complies with all prevailing and applicable laws and regulations.
   4. The User shall only use the Platform for lawful purposes. In the event of (suspected) criminal offences or other unlawful or unacceptable behaviour, Broccoli will always report this to the competent authorities and deny the User access to the Platform. The User shall refrain from any action and/or statement that would or could damage the interests of Broccoli.
   5. The User is not permitted to (attempt to) circumvent or disable the technical security measures of the Platform taken by Broccoli or to overload the Platform.
2. Account
   1. The use of Broccoli and the information available on Broccoli is not intended to, and does not, constitute an offer of ownership rights in any place or to any person to whom the making of such an offer would not be lawful under the laws of any jurisdiction where it is not permitted. It is the responsibility of each Venture and each User to ensure compliance with all laws of each country relevant to their request. Each User must consult their professional advisers with respect to the need for permission from the User's government and any other authority or compliance with other required formalities to enable them to be users of Broccoli. Non-compliance with applicable restrictions may constitute a violation of the ownership rights laws in those jurisdictions.
   2. The Venture is not making an offer to sell or soliciting an offer to buy any ownership rights in the United States or to any person in the United States (as defined in the regulations under the US Securities Act of 1933, as amended (US Securities Act)) and is not available to persons in the United States or to American individuals. The ownership rights in the offer have not been and will not be registered under the US Securities Act or the ownership rights laws of any state of the United States, and may not be offered or sold in the United States or to any person in the United States, except under an exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable state securities laws. Please also consult the IRS website and their summary of FATCA reporting for US taxpayers.
   3. All information accessible on Broccoli is only available to persons accessing the site from countries where this is permitted. If you access this site from a location where it is not permitted, viewing is not permitted. By creating a User account on Broccoli, the User confirms, amongst other things, that the User is a resident of a country where there is legal access to Broccoli and the Ventures.
   4. In addition to US persons, residents of Afghanistan, Burma (Myanmar), Belarus, Bosnia and Herzegovina, China, Cuba, Congo, Egypt, Ethiopia, Guinea, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Moldova, Montenegro, Nigeria, North Korea, Russia, Sri Lanka, Sudan, Syria, Trinidad and Tobago, Tunisia, Ukraine - Crimea region, United States, Vanuatu, Venezuela, Zimbabwe and Yemen are excluded from the use of Broccoli. Residents of all other countries which are subject to an EU or Dutch sanction are also excluded. This list is subject to change.
   5. In addition to Users with Dutch nationality, or Dutch legal entities, (at least) bank account holders from Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Croatia, Latvia, Lithuania, Luxembourg, Malta, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden can use Broccoli, as these countries are offered in the payment options on the Platform.
   6. If a User wishes to gain access to the Platform, a User must register with the Platform by creating a User account. A maximum of one account can be created per User on the Platform. Broccoli shall always be entitled to (temporarily) deny the User access to the Platform and/or delete the User's account, without giving reasons and without any possibility of objection.
   7. During the application, the User must enter all requested information completely and truthfully.
   8. The User is obliged to keep their data on the Platform up-to-date.
   9. Broccoli is authorised to e-mail all correspondence intended for the User to the e-mail address provided by the User. It is the full responsibility of the User to access the e-mail from Broccoli.
   10. Only the User or employees of the User have access to the Platform via the account. It is not permitted to give or allow others to give access to the Platform through the User’s account.
3. Use of the Platform
   1. After the User has successfully completed the procedure as described under 3, a User Agreement shall be entered into between Broccoli and the User. From that moment onwards, the User has access to their account on the Platform with the right to use the Platform to:
      gain access to the Platform by means of the account;

      review the Investment Projects and Investment Proposals and enter into an Investment Agreement with a Venture;

      communicate with the Venture and Broccoli through the Platform.
   2. The service offered by Broccoli under the User Agreement only includes the provision of the Platform to the User.
4. Investment Agreement
   1. Before accepting the Investment Proposal, the User is obliged to inform themselves of the rules and risks related to investing.
   2. The User acknowledges that Broccoli has in no way provided advice on the Investment Project and/or Investment Proposal on the Platform and is not responsible for any information shared in connection with Investment Projects and/or Investment Proposals. The Venture is responsible for the information provided by the Venture in connection with the Investment Project and/or Investment Proposal. The User makes entirely its own judgment in response to the Investment Projects and Investment Proposals on the Platform.
   3. The User declares that they have done thorough research themselves and take full responsibility for entering into an Investment Agreement with a Venture.
   4. The User declares to be aware and understands that investing involves risk and that it is possible for a User to lose 100% of his investment.
   5. The User declares that they are investing only a responsible part of their assets in Investment Projects.
   6. The Investment Agreement between the Venture and the User is concluded by the User's acceptance of the Venture's Investment Proposal. By entering into an Investment Agreement, the User declares that they have read the Investment Project and the Investment Proposal and all related material, content and information made available by the Venture.
   7. If the User is an inexperienced prospective investor, the User shall have a pre-contractual cooling-off period of 4 (four) calendar days from the time the inexperienced prospective investor makes an investment offer or expresses interest in the offer. During this cooling-off period, the inexperienced prospective investor may withdraw their expression of interest in the crowdfunding offer at any time without giving reasons and without suffering any disadvantage.
   8. The User who is a consumer has a cancellation right. This means that the User has a cooling-off period of 14 (fourteen) calendar days after entering into the Investment Agreement to dissolve the Investment Agreement without incurring any penalty and without giving reasons, unless it involves an Investment Agreement concerning a financial product of which the value during the cooling-off period depends on developments in the financial markets or other markets.
   9. The Investment Agreement will consist of the provision by the Venture of ownership rights relating to the Investment Project in return for payment by the User to the Venture of a sum specified in the Investment Proposal.
   10. The Investment Agreement cannot be terminated unless expressly agreed. If it is agreed that the Investment Agreement can be terminated, the fees and transaction costs will not be eligible for reimbursement. If the User does not make payment by the due date, the Venture is entitled to cancel the transaction.
5. Payment and delivery of ownership rights
   1. The amount payable by the User to the Venture is paid directly from the User to the Venture through a third party (Payment Service Provider). Payments made by Users via the Platform can therefore not be reversed, unless the User makes use of their cooling-off period and/or right of withdrawal. For this purchase, no transaction fees are paid by the User. Upon such payment, a percentage agreed by Broccoli and the Venture of the amount paid by the User will be deducted from the total amount and sent to Broccoli as part of the fee charged by Broccoli for the use of the Platform. If the User sells her property rights(s), the User shall pay a percentage of 2.5% of the sale amount to Broccoli.
   2. If it is found that the User is (possibly) included on a sanctions list or if it is spotted that the User has (possibly) committed fraud and/or does not pass any relevant screening (for example KYC, WFT, WWFT, AML) and/or in any other way the transaction is not approved, the transaction will be refused or cancelled and the User will not be entitled to any property rights offered on the Platform.
   3. After payment, the Venture is obliged to make the ownership rights available to the User immediately, or at least within 2 (two) working days, via the Platform.
   4. Unless stated otherwise, all prices are in euros and exclusive of VAT. Broccoli is at all times entitled to adjust its pricing model and the percentage that it charges as a fee.
6. Payment Service Provider
   1. Transactions under the Investment Agreement will take place the Investment Agreement will take place through the Payment Service Provider, as set out in clause 6.1. Payments shall be made to the Payments Service Provider’s trust account and/or quality account and the Payments Service Provider shall be responsible for paying the amount to the Venture.
   2. The Payment Service Provider is licensed for its activities and is included in the licensing register which can be found on the website if De Nederlandsche Bank (DNB) and at the European Banking Authority. The Payment Service Provider is supervised by the Financial Markets Authority (AFM) and DNB.
   3. Broccoli is in no way responsible or liable for the actions or omissions of the Payment Service Provider.
7. Duration
   1. The User Agreement is entered into for an indefinite period and is in principle not terminable by the User as long as the User has concluded an Investment Agreement with the Venture. The User may terminate the User Agreement in writing with 1 month’s notice, which period enables Broccoli to provide the Venture with the information required to continue to execute the Investment Agreement. Broccoli may terminate the User Agreement at any time.
   2. The User may terminate the User Agreement with immediate effect if Broccoli is granted a payment moratorium - provisional or otherwise - or if a petition for bankruptcy is filed against Broccoli or if Broccoli's business is wound up or terminated for any reason other than a restart or a merger of companies. Broccoli shall never be obliged to make any payment, refund any money already received or pay any compensation as a result of a termination based on this paragraph.
   3. If the User Agreement ends - for whatever reason - before the Investment Agreement ends, the Investment Agreement shall continue to exist.
8. Liability
   1. Broccoli shall have no obligation whatsoever to the User with respect to the result arising from the Investment Agreement between the User and the Venture. Broccoli can in no way be held liable by the User for disappointing results, or for any inaccuracies in the material, content and information made available by the Venture on the Platform.
   2. Broccoli is not liable for loss of any kind and on any basis whatsoever suffered by the User as a result of using the Platform, except in the case of intent or conscious recklessness on the part of the management of Broccoli.
   3. Broccoli is in no way liable for the consequences of the Platform or any part thereof not being (fully) available, including interruptions or inaccessibility of the Platform due to digital communication problems. Broccoli is also not liable in any way for defects in the working of the Platform or for the otherwise incorrect functioning of the Platform. Broccoli is entitled to temporarily change the functioning and/or availability of the Platform for preventive, corrective or adaptive maintenance or other forms of maintenance.
   4. Broccoli is in no way liable for the consequences of faults and/or delays in banking or payment services.
   5. Broccoli shall not be liable for the failure of the Venture to comply with any obligation under the Investment Agreement.
   6. Insofar as the foregoing limitation of liability cannot be maintained, Broccoli's total liability, on any legal ground whatsoever, shall be limited per event or combination of similar and related events to reimbursement of only direct loss up to the maximum amount as paid out by Broccoli's insurer and/or insurance broker, or, insofar as no payment is made, up to a maximum amount of EUR 500.
   7. Broccoli’s liability for indirect damage such as, but not limited to, consequential damage, loss of profit, missed savings, reduces goodwill, damage as a result of business stagnation, damage as a result of the Platform not functioning or not functioning properly, damage as a result of loss of data or leakage of data, damage as a result of fines imposed by enforcing bodies such as the Personal Data Authority or financial authorities, damage to reputation and damage as a result of claims from Users is hereby expressly excluded.
   8. A pre-condition for any entitlement to compensation is always that the User reports the loss to Broccoli in writing as soon as possible after it arises, in accordance with these User Terms and following the complaints procedure prescribed on the Platform.
   9. Any claim against Broccoli, other than those acknowledged by Broccoli, shall lapse by the mere passage of 12 (twelve) months after the claim arose or after the User could reasonably have been aware of the existence of the claim.
9. Force majeure
   1. In the event of force majeure, Broccoli shall not be obliged to fulfil any obligation, including any statutory and/or agreed (guarantee) obligation. Furthermore, Broccoli shall not be liable for any loss suffered by the User as a result of the force majeure situation.
   2. Force majeure on the part of Broccoli includes - but is not limited to - failure of suppliers or third parties on whom Broccoli depends to comply with their obligations, deficiency of items, equipment, software or materials from third parties, epidemics and/or pandemics, failures of Broccoli’s network due to causes for which Broccoli cannot be held responsible, including - but not limited to - cyber attacks in any form whatsoever or breakdowns in internet traffic or any other external cause, government measures including financial regulations and legislation, a power failure, breakdown of the Internet, data network or telecommunications facilities, virus outbreaks or pandemics and war.
10. Personal data
    1. Broccoli processes personal data as part of its services. The processing of personal data always takes place in accordance with the General Data Protection Regulation (GDPR) as described in more detail in the privacy statement. The Privacy Statement forms an integral part of these User Terms. By accepting these User Terms, the User also accepts the Privacy Statement.
    2. Broccoli is permitted to write to the User by email or post in relation to promoting other Investment Projects on the Platform and for other related commercial purposes, if the User has given its consent to the extent required. Broccoli is permitted with User’s consent to obtain its details through the Venture from the Register of Investors.
11. Security
    1. Broccoli shall make every effort to adequately secure the Platform and take appropriate security measures in light of the state of current technology, the sensitivity of the data and the costs involved in taking the security measures. Broccoli does not guarantee that the security measures will be effective under all circumstances.
    2. The User is responsible for their own account on the Platform. The User is liable for all consequences and actions of anyone who has gained access to the User's account on the Platform through the User. The User is responsible for using a secure password and for preventing unauthorised third parties from using their account. Broccoli cannot be held responsible for the loss of login details and passwords.
12. Intellectual property rights
    1. All intellectual property rights relating to the Platform, including – but not limited to – the copyright relating to the software connected to the Platform, the copyright relating to the design of the Platform and the descriptions, images, photos, videos, data and other information included on the Platform, as well as trademark rights and database rights relating to the Platform, are vested in and owned by Broccoli or its licensor(s).
13. Complaints
    1. If the User has a complaint, the User may submit the complaint by emailing to the following email address: [email protected]. The complaint must contain the following: 1) name and contact details of the User and 2) a description of the complaint.
    2. The User will report a complaint in writing to Broccoli in accordance with these User Terms and the complaints procedures on the Platform within 3 (three) working days, or at least within a reasonable period, of the occurrence of the damage, or when the User could reasonably have known of the occurrence of the damage.
    3. Broccoli will confirm receipt of the complaint within 3 (three) working days and send the User a response to the complaint within 2 (two) to 6 (six) weeks after receipt of the complaint.
14. Miscellaneous
    1. Broccoli has the right to amend or change the User Terms at any time. Broccoli shall make every effort to inform every User before the date on which the change and/or amendment takes effect.
    2. Any additions to or deviations from these User Terms are only valid if they have been expressly agreed in writing.
    3. The applicability of any terms and conditions of the User is expressly rejected.
    4. These User Terms also apply to all agreements between Broccoli and the User for the execution of which Broccoli makes use of the services of third parties.
    5. If one or more of the provisions in the User Terms are null and void or should be voided, the other provisions of these User Terms shall remain applicable. Broccoli and the User shall then agree new provisions to replace the void or voided provisions, taking into account the purpose and scope of the original provisions.
    6. The User declares no later than the time of the conclusion of the User Agreement that these User Terms have been made available to the User by electronic means in such a way that the User could easily save them on a durable data carrier.
15. Disputes
    1. These User Terms, the User Agreement concluded between Broccoli and the User and all other agreements made between Broccoli and the User are governed by Dutch law, irrespective of the User's place of residence and/or nationality and irrespective of the place of delivery.
    2. Oost-Brabant District Court is exclusively competent to adjudicate and take cognisance of disputes arising from these User Terms and all other agreements made between Broccoli and the User, unless another court is competent to take cognisance of the dispute by virtue of the law.

These User Terms have been specifically drawn up for and in consultation with Broccoli, may only be used by Broccoli and may not be copied or used for other (commercial) purposes.