Venture Terms

1 Definitions

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

Venture

a legal entity that uses the Platform, or applies to use the Platform and may have its Investment Project posted on the Platform after receiving permission from Broccoli. In this case, the legal entity X B.V. (Chamber of Commerce X) located on the (street), at the postal code (XXXX) in (city).

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 85620791), having its registered office in ‘s-Hertogenbosch, office located at Julianaplein 8, postal code 5211BC in ‘s-Hertogenbosch.

EBI

the standardized Key Lending Information document in which the Venture has set out the specifics of the Investment Project, the Venture, the risks involved in the Investment Project, and the costs charged.

User Agreement

the agreement entered into between Broccoli and the Venture in which it is agreed that the Venture may use 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 on behalf of the Venture for the purpose of obtaining capital from 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 have its Investment Project presented and where Users can apply to invest in an Investment Project.

Bulletin Board

in addition to mediating in the formation of investments, Broccoli offers a platform on which investors previously accepted by Broccoli can advertise buying and selling interests with regard to the investments they have entered into via the Broccoli platform.

Register of Investors

the register containing the Users who have invested in an Investment Project in response to the Investment Proposal.

User

a natural or legal person using the Platform and registering to invest in an Investment Project.

1. General
   1. These Venture Terms apply to every Venture.
   2. Broccoli in no way gives its opinion, financing or investment advice with regard to all aspects of a Venture’s Investment Projects and Investment Proposals. This applies with regard to both Ventures and Users. Nothing Broccoli says can ever be construed as financing or investment advice. Broccoli therefore does not guarantee any benefit or (financial) result.
   3. Broccoli complies with all prevailing and applicable laws and regulations.
   4. The Venture will only use the Platform for lawful purposes. In the event of (suspects) criminal offences or otherwise unlawful or inadmissible behaviour, Broccoli will always report this to the competent authorities and Broccoli will deny the Venture access to the Platform and remove the information, data, content, etc. supplied by the Venture from the Platform. The Venture will refrain from any action and/or expression that would or could harm Broccoli’s interests.
   5. The Venture is not permitted to (attempt to) circumvent or disable the Platform’s technical security measures implemented by Broccoli, or to overload the Platform.
2. Pricing
   1. The Venture pays 6% per transaction. Transaction fees are exempt from VAT.
      1. Broccoli charges EUR 5.000 excluding VAT at the start of the partnership. This will be settled with a follow-up invoice such as the invoice for the use of the platform and costs per investors.
   2. The Venture pays EUR 3.000 per year for the use of the Platform.
   3. The Venture pays EUR 6 per investor, per year, based on the number of investors in the Venture’s Register of investors.
   4. The above Pricing Module may be deviated from, provided it is otherwise agreed in written communication on behalf of the board of Broccoli B.V.
3. Payment
   1. Transaction costs are deducted from each investment at the individual level. The Venture will receive an invoice at the end of the investment project for accounting purposes.
   2. The Venture has a payment period of 14 days on the invoice for the costs of using the platform and the costs per investor. These costs will be invoiced annually.
   3. In consequences of late payment, the following applies:
      1. If the Venture does not pay within the agreed period, Broccoli is entitled to charge statutory interest of 8% per month for commercial transaction from the day the Venture is in default, whereby a part of a month is counted as a whole month.
      2. If the Venture is in default, it will also owe Broccoli extrajudicial collection costs and any damages.
      3. The collection costs will be calculated on the basis of the Decree on compensation for extrajudicial collection costs.
      4. If the Venture fails to pay on time, Broccoli may suspend its obligation until the client has fulfilled its payment obligation.
      5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the Venture, Broccoli’s claims on the Venture shall be immediately due and payable.
      6. If the Venture refuses its cooperation in the execution of the agreement by Broccoli, it is still obliged to pay the agreed price to Broccoli.
   4. The above Pricing Module may be deviated from, provided it is otherwise agreed in written communication on behalf of the board of Broccoli B.V.
4. Application
   1. A Venture must be established in the Netherlands.
   2. If a Venture wishes to gain access to the Platform, it must submit an application to Broccoli.
   3. During the application, the Venture must enter all requested data completely and truthfully.
   4. After the application and only when all the details requested by Broccoli have been submitted to the Venture by the Venture, Broccoli will carry out an investigation (or have one carried out) in order to check all the details and to try to ensure as much as possible that the party registering on the Platform is sufficiently reliable, for example by checking the identity and payment behaviour of the Venture. This is to prevent unlawful conduct, fraud or abuse on the Platform. The costs for this investigation are EUR 500 excluding VAT. And will only be charged if the application is rejected.
   5. During the application, Broccoli is entitled to carry out a QuickScan of the Venture, which includes the following measures:
      1. the representative director(s) of a Venture shall apply, whereby a PES (pre-employment screening) and PEP (politically exposed person) check shall be made;
      2. the authorized director(s) of the Venture must present a valid identity document;
      3. for the Venture, a Chamber of Commerce extract must be provided which is not older than 7 (seven) calendar days;
      4. if available, the Venture must provide annual accounts for the past 3 (three) years; and
      5. the bank account of the Venture will be checked by the Payment Service Provider.
   6. It is at Broccoli's sole discretion whether the Venture is approved and admitted to the Platform. Broccoli shall be entitled at all times to withdraw its approval after having previously given its approval and to temporarily or permanently deny the Venture access to the Platform.
   7. If any changes arise with regard to the information supplied by the Venture to Broccoli at the time of the application, the Venture must report this and provide Broccoli with the changed information.
   8. The Venture is obliged to keep its information on the Platform up-to-date.
   9. Broccoli is authorised to e-mail all correspondence intended for the Venture to the e-mail address provided by the Venture.
   10. Only Broccoli has access to the Platform on behalf of the Venture. If an Investment Proposal or Investment Project needs to be amended and/or removed, the Venture must contact Broccoli in writing.
5. Use of the Platform
   1. After the Venture has been accepted by Broccoli, a User Agreement shall be concluded between Broccoli and the Venture. From that moment onwards, the Venture shall be entitled to use the Platform to:
      1. after approval by Broccoli of the EBI supplies by the Venture, have Investment Projects and Investment Proposals posted on the Platform;
      2. attract investors to invest in the Investment Projects;
      3. communicate with its Investors.
   2. The service offered by Broccoli under the User Agreement only covers making the Platform available to the Venture. Broccoli will share the contact details of the User who invests in the Venture with the Venture so that the Venture can contact that User.
   3. Broccoli always has the right to reject the Investment Project and/or Investment Proposal proposed by Venture or to remove it after approval. The Venture cannot object to this.
   4. Broccoli has the right to close an investment round in relation to an Investment Project and/or Investment Proposal on the Platform if no transactions have taken place on 3 (three) consecutive days in the investment round of an Investment Project and/or Investment Proposal.
   5. The Venture guarantees that all elements of the Investment Project and Investment Proposal submitted by the Venture for the Platform are correct, complete and not misleading. The Venture guarantees that it will only have the Investment Project and Investment Proposal placed on the Platform and will not place them on other parties’ (similar) platforms.
   6. The Venture understands and expressly agrees that the Venture is responsible and liable for the Investment Project and Investment Proposal that it provides. In that context, the Venture is obliged to carefully consider its responsibility and the risks involved in making the Investment Proposal, such as compliance with applicable laws and regulations, including but not limited to those of the Dutch Authority for the Financial Markets (AFM), the Wet op het financieel toezicht (Financial Supervision Act- Wft), duties of care and prospectus obligations. The Venture acknowledges that Broccoli has not given any advice on the content of the Investment Project and the Investment Proposal and that the Venture bears full responsibility for this.
   7. If it receives personal data from Users who invest in the Venture's Investment Project, the Venture will process such personal data in accordance with all applicable laws and regulations.
6. Provision of information
   1. The Venture is responsible for ensuring that the information in the ECI is current, complete and accurate during the period that the Investment Project is on the Platform. After an Investment Project is posted on the Platform, the venture must notify Broccoli in writing of any material change with respect to the information reported in the ECI and provide an updated ECI to Broccoli.
   2. The Venture is obliged to provide its Users with a business update every six months. This business update includes at least a report on financial information as well as a general business update on the Venture’s activities in the past six months. The financial information consists at least of a current balance sheet (as at 30-06 or 31-12) and profit and loss account specified to:
      1. balance sheet position on the debit side: tangible fixed assets, intangible fixed assets, inventories, debtors, other current assets and cash and cash equivalents;
      2. balance sheet position on the credit side: accounts payable, other current liabilities, long-term loan capital and equity; and
      3. on the income statement: a breakdown of turnover, selling expenses, depreciation, staff costs, other expenses and the final result before tax.
   3. If Broccoli determines, based on the business updates, that information in the ECI is no longer current, accurate, clear or complete, the Venture must amend the ECI.
   4. If a change in the text or information of the EBI results in a material amendment to the EBI, Broccoli shall immediately inform Users who have made an investment offer or expressed an interest in the Investment Projects via a personal email. This provision applies to both previous issues as well as issues which are open for subscription.
7. Investment Agreement
   1. The Investment Agreement between the Venture and the User is concluded by the User's acceptance of the Venture's Investment Proposal, unless the User makes use of their cooling-off period.
   2. 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.
   3. 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.
8. Business valuation Venture
   1. Broccoli provides the Venture with guidelines regarding the business valuation published within the investment proposal. It is the Venture’s responsibility to establish the value of the relevant company. Ultimately, the User decides whether it is willing to invest at that value.
   2. The statements in the company valuation presentation do not constitute investment advice. Broccoli takes and has no responsibility for decisions made by the reader based on the statements presented to the User in relevant presentation.
   3. The Venture requires a company valuation in order to post an investment proposal on the Broccoli Platform. The valuation date of relevant company valuation must not be older than six (6) months.
   4. From one year after the close of the first investment proposal as presented on Broccoli’s platform, the Venture is obliged to have its business valuation recalculated annually before 1 March, except when the most current business valuation has a valuation date not older than six (6) months.
      1. Before the Venture may open its noticeboard on Broccoli’s platform, a business valuation must be carried out again, which is done within the same valuation methodology as in its first investment proposal on Broccoli’s platform. The Venture may also use the most recent company valuation with a valuation date no older than (6) months.
   5. The most recent business valuation should always be shared by the Venture to Broccoli so that it can inform the User with a valid Investment Agreement of this development.
9. Payment and delivery of ownership rights
   1. The amount payable by the User to the Venture is paid through a third party, the Payment Service Provider. Upon such payment, a percentage agreed by the Venture and Broccoli of the amount paid by the User is withheld and sent to Broccoli as part of the fee charged by Broccoli for the use of the Platform.
   2. The Venture will pay Broccoli annual software costs, consisting of a fixed amount per year and variable costs per User who has invested in the Venture through the Platform.
   3. After payment, the Venture is obliged to make the ownership rights available to the User through the Platform immediately, or at least within 2 (two) working days.
   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.
10. Payment Service Provider
    1. Transaction under the Investment Agreement will take place through the Payment Service Provider, as set out in clause 7.1. 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.
11. Duration
    1. The User Agreement is entered into for an indefinite period. The Venture may terminate the User Agreement in writing with a notice period of 3 (three) months. Broccoli may terminate User Agreement immediately at any time.
    2. The Venture 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 is terminated before the Investment Agreement(s) expire(s), the Investment Agreement(s) shall remain in force in full. In that case, Broccoli will provide the Venture with an export of its register of shareholders.
12. Liability
    1. The Venture indemnifies Broccoli in all cases and on any basis whatsoever against claims by Users and third parties arising from the use of the Platform, including - but not limited to - claims related to the Venture's Investment Project and/or Investment Proposal and all material, content and information made available by the Venture in that context.
    2. Broccoli is not liable for loss of any kind and on any basis whatsoever suffered by the Venture 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 by the User to comply with any obligation that the User has entered into with the Venture.
    6. Insofar as the foregoing limitation of liability cannot be upheld, Broccoli’s total liability, on whatever legal basis, per event or combination of similar and related events, is limited to compensation only for direct damage up to a maximum amount paid out by Broccoli’s insurer and/or insurance intermediary, or, insofar as no payment is made, up to a maximum amount of EUR 500 excluding VAT.
    7. Broccoli's liability for indirect loss such as - but not limited to - consequential loss, loss of profit, missed savings, reduced goodwill, loss due to business stagnation, loss as a result of the Platform not functioning (properly), loss as a result of loss of data or leakage of data, loss as a result of fines imposed by enforcement bodies such as the Dutch Data Protection Authority or financial authorities, reputational damage and loss as a result of claims from Users is hereby expressly excluded.
    8. A pre-condition for any entitlement to compensation is always that the Venture reports the loss to Broccoli in writing as soon as possible after it arises, in any case within 3 working days after the loss has arisen. Any claim against Broccoli, other than those acknowledged by Broccoli, shall lapse by the mere passage of 2 months after the claim arose or after the Venture could reasonably have been aware of the claim.
13. 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 Venture 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.
14. 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 Venture Terms. By accepting these Venture Terms, the Venture also accepts the Privacy Statement.
    2. The Venture grants Broccoli permission, to the extent necessary, to write to Users based on the contact details from the Register of Investors, by means of e-mails or post with regard to the promotion of other Investment Projects on the Platform and for other related commercial purposes.
15. 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 Venture is responsible for its own data and applications on the Platform. The Venture is liable for all consequences and actions of anyone who has gained access to the Venture's data and/or application on the Platform through the Venture.
16. 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).
    2. All intellectual property rights relating to the information, documents, images, photos, videos, data and all other forms of material and content provided by the Venture on the Platform are vested in the Venture and/or its licensor(s). The information, documents, images, photos, videos, data and all other forms of material and content provided by the Venture referred to in this paragraph may not infringe on the (intellectual) property rights of third parties or be unlawful in any other way. Broccoli accepts no liability whatsoever with regard to the information, documents, images, photos, videos, data and all other forms of material and content provided by the Venture. The Venture indemnifies Broccoli against all claims from third parties with respect to the information, documents, images, photos, videos, data and all other forms of material and content provided by the Venture.
    3. By having information, documents, images, photos, videos, data and all other forms of content and content provided by the Venture posted on the Platform, the Venture grants a worldwide, perpetual, non-exclusive, royalty-free, transferable and sub-licensable license, for the use, reproduction distribution and disclosure of the information, documents, images, photos, videos, data and all other forms of content and content provided by the Venture in connection with Broccoli’s services and activities, expressly including the promotion of the Platform through any media channel.
    4. By having information, documents, images, photos, videos, data and all other forms of content and content supplied by the Venture posted on the Platform, the Venture grants a worldwide, perpetual, non-exclusive, royalty-free, transferable and sub-licensable license, for the use, reproduction distribution and disclosure of the information, documents, images, photos, videos, data and all other forms of content and content provided by the Venture in connection with Broccoli’s services and activities, expressly including the promotion of the Platform through any media channel. In addition, the Venture grants the User a worldwide, non-exclusive, royalty-free, non-sublicensable license to access, through the Platform, the information, documents, images, photos, videos, data and all other forms of content and content provided by the Venture in connection with the Investment Project.
    5. Third parties may notify Broccoli if they believe that information, documents, images, photographs, videos, data and all other forms of material and content provided by the Venture are unlawful. Broccoli is entitled to remove and/or make inaccessible the information, documents, images, photos, videos, data and all other forms of material and content provided by the Venture. Broccoli is also entitled to provide the Venture’s (contact) details to the third party concerned.
17. Complaints
    1. If the Venture has a complaint, the Venture can submit the complaint by sending an e-mail to the following e-mail address: [email protected]. The complaint must contain the following: 1) the Venture’s name and contact details and 2) a description of the complaint.
    2. Broccoli will confirm receipt of the complaint within 3 (three) working days and send the Venture a response to the complaint within 2 (two) to 6 (six) weeks of receipt.
18. Miscellaneous
    1. Broccoli is entitled to amend or change the Venture Terms at any time. Broccoli shall make every effort to inform every Venture before the date on which the change and/or amendment takes effect.
    2. Any additions to or deviations from these Venture Terms are only valid if they have been expressly agreed in writing.
    3. The applicability of any terms and conditions of the Venture is expressly rejected.
    4. These Venture Terms shall also apply to all agreements between Broccoli and the Venture for the execution of which Broccoli makes use of the services of third parties.
    5. If one or more of the provisions in the Venture Terms are null and void or should be voided, the other provisions of these Venture Terms shall remain applicable. Broccoli and the Venture 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 Venture declares no later than the time of the conclusion of the User Agreement that these Venture Terms have been made available to the Venture by electronic means in such a way that the Venture could easily save them on a durable data carrier.
    7. If Broccoli does not exercise its rights (immediately) under these Venture Terms, this does not affect its right and possibility to do so in the future for reasons of its own.
19. Disputes
    1. These Venture Terms, the User Agreement concluded between Broccoli and the Venture and all other agreements made between Broccoli and the Venture are governed by Dutch law, regardless of where the Venture has its registered office and regardless of the place of delivery.
    2. Oost-Brabant District Court is exclusively competent to adjudicate and take cognisance of disputes arising from these Venture Terms and all other agreements made between Broccoli and the Venture.

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