GENERAL AND SPECIFIC TERMS OF CONTRACT.
The following General and Specific Terms of Contract (hereinafter, the General and Specific Terms or the Terms) shall be known and are accepted by every users who accesses the website with domain name www.einicia.es, which is property of EINICIA CROWDFUNDING S.L, a Spanish LLC (hereinafter EINICIA), notwithstanding the special terms or special conditions that may amend or supplement the provisions of these Terms and Conditions, which shall be previously accepted by the affected user.
The following Terms establish the set of rules, duties and responsibilities of EINICIA and of the users according to the level of participation of the users in the services provided by EINICIA.
THEREFORE, READ CAREFULLY THE FOLLOWING GENERAL AND SPECIFIC TERMS AND CONDITIONS OF CONTRACT.
I.- SERVICES PROVIDED BY EINICIA
EINICIA CROWDFUNDING SL, with registered corporate head office at Cuesta del Sagrado Corazón 6-8 Madrid, ZIP Code 28016 and with Tax Identification Number B-87457545, is a service Limited Liability Company whose main purpose is bringing into contact and establishing communication channels, in a professional manner and through the website www.einicia.es and its Forum, between a plurality of natural or legal persons that provide funding, freely or for a fee, called investors, with a number of natural or legal persons applying for funding on their own behalf, called project initiators, for the purpose of applying said funding to a particular business project.
The funds requested by project initiators and provided by investors will be raised through:
- Sale of goods and services (hereinafter, “gift-reward” or reward).
EINICIA provides its services through a crowdfunding platform hosted on a Website in which certain users, called the project initiators, may publish and advertise their entrepreneurial or business projects in order to finance them through monetary contributions from other users, called Investors.
By accepting these General and Specific Terms, the user, both project initiator and investor, represents and warrants that:
- has read and understood the statements contained in these Terms.
- is a person with sufficient capacity to undertake legal obligations and assume liability.
- assumes all the duties and obligations stated herein and liabilities arising from them.
- voluntarily accepts that the Website and the forum, as well as their services and contents, shall be used and exploited under his sole responsibility.
EINICIA, after notifying the affected users, investors or project initiators, reserves the right to monitor, edit, modify, delete or organize any information intended to be published or that is effectively published on the Website, regarding the project initiator or the project itself,.
II.- SUBJECT MATTER OF THE GENERAL AND SPECIFIC TERMS
The purpose and subject matter of these General and Specific Terms are to:
- Regulate the relations between EINICIA and the website users established through the crowdfunding platform managed by EINICIA through the domain www.einicia.es (hereinafter "the web") and the Forum.
- Regulate the use and contracting of by the web users of services and products offered by EINICIA.
- Regulate and describe the methods and procedures by which users can participate in different forms of crowdfunding (Henceforth, types of crowdfunding), as investors or project initiators.
For this purpose, “forms of crowdfunding
” shall be understood as the means by which a natural or legal person, named investor, participates in the business project of another natural or legal person, named project initiator, by paying a net amount of money, without receiving any compensation (donation type or form
) or in exchange of a compensation previously undertaken by the promoter and previously accepted by the investor (reward type or form
- Establish the general and special provisions and clauses to which users, as investors or project initiators, shall be subjected, according to the services demanded and purchased from EINICIA.
- Establish the specific provisions and clauses to which the investors and project initiators that enter into a contract with each other throughout the different crowdfunding forms, shall be subjected,
In particular, the Specific Terms described in these General and Specific Terms shall apply to:
- The transactions or legal business conducted between the project initiator and the investor, implemented through the donation agreement.
III.- GENERAL NOTICES AND DISCLAIMERS
- The transactions or legal business between the project initiator and the investor, implemented through the reward agreement.
The user, as a registered user, investor or project initiator, by accessing EINICIA’s website, www.einicia.es
, states that he has read, understood and accepted the following legal notices and disclaimers:
III.1.- General Notices and Disclaimers.
- EINICIA is a crowdfunding platform that provides intermediary services, advertising and promotion services of business projects and fund raising services through the website www.einicia.es (hereinafter "the website") property of EINICIA.
- EINICIA is not subjected to previous authorization or supervision of the Spanish Securities and Exchange Commission (“Comisión Nacional del Mercado de Valores”), nor of the Bank of Spain when advertising crowdfunding projects and raising funds through the following agreements:
- Donation agreement.
- Reward-donation (sales and purchase agreement or service agreement).
- EINICIA does not hold the status of a Spanish Investment Service Firm or Spanish Credit Institution and is not a member or participant of any guaranteed investment fund or guaranteed deposit fund.
- EINICIA owns a website accessible from the domain www.einicia.es, dedicated to the reception, selection, publication and advertising of business projects in need of funding, being commissioned, by the project initiators, with the promotion, advertising and management of said projects on its website, and with the drawn up and conclusion, on behalf of the project initiators, of the donation agreements and the donation-reward agreements between investors and project initiators.
- EINICIA shall not be liable for the accuracy or truthfulness of the information provided by users, and in particular for the accuracy and truthfulness of the information and documents provided by the project initiator, in order to advertise the project through EINCIA.
- Does not provide customized financial advisory services of any kind. Each project initiator and investor will be exclusively liable for the decisions made regarding the advertising strategy or investment.
- The information provided by EINICIA, through the web or through any other means, regarding the advertised crowdfunding projects shall not be considered as recommendations or personalized advice to the investor. Therefore, EINICIA shall not be liable for the decisions made by the investor.
III. 2. Notices and Disclaimers for the Project Initiator.
- EINICIA shall not be liable for the opinions, recommendations, contents, documents or information provided or posted by users on the website and on the Forum created and managed by EINICIA. Such opinions, recommendations, contents, documents or information shall not be regarded as suitable information to make reasoned investment judgments or decisions on a specific project.
- The project initiator understands and accepts the obligations and risks of raising funds through EINICIA and it’s website, having made his decision to promote and advertise the project through EINICIA and its website in an informed manner according to his own criteria and judgment, and without receiving any customized advice from EINICIA, understanding, the project initiator, that the advertising and publicity of the project is carried out in competition with other projects in need of funding.
- EINICIA shall not be liable for investor’s lack or insufficiency of funds.
- Advertising the project through EINICIA is subject to prior selection of the project by EINICIA and his staff, for which the project initiator shall submit to EINICIA all information, documentation and data EINICIA deems necessary.
- The project initiator is properly registered on the website of EINICIA as a user.
- The project initiator is interested in obtaining financing for his business project through the website of EINICIA.
III. 3.- Notices and Disclaimers for the Investor.
- The project initiator and the investor are aware of the limits established by the applicable law for project initiators, investors and projects, in particular, Law 5/2015, on Sponsoring Business Financing, of April the 27th.
- The investor is aware and accepts the risks of investing in projects promoted through EINICIA and its website, having made its decision to invest in an informed manner, according to his own criteria and reasoned judgment, and without receiving any customized advice from EINICIA.
- The information provided and published by EINICIA on its website or by any other means cannot be understood by the investor as a customized recommendation or advice that induces or influences his decision to invest.
- EINICIA shall not be liable for the failure to fulfil the commitments, agreements and obligations undertaken by the project initiators.
IV.- SPECIFIC TERMS APPLICABLE TO PROJECT INITIATORS.
- The investor is aware and accepts the risk of loss or lack of recovery of all or part of the invested funds in an initiated project.
The user, by accessing or clicking on the corresponding button of EINICIA’s website, "Create your project”, states his intention to become a project initiator and agrees that he is aware, understands and is subject to these Specific Terms for the Project Initiator (hereinafter, the Specific Terms of the Project Initiator).
The purpose of these Specific Terms of the Project Initiator is to regulate the relationship and legal agreements between EINICIA and the project initiator which shall consist of the following considerations:
- Inserting, hosting and managing, through the website, the advertising of business projects needed of funding and the brokering contacts and business relations between potential investors and project initiators.
- Formalization, on behalf of the project initiator, through the corresponding donation or donation-reward agreements, of the offers of advertised projects accepted by investors through the website.
- Redirecting, through the links or interface supplied by EINICIA (hyperlinks), to the payment systems provided by EINICIA to an authorized payment institution or corporation.
As consideration of the above described services provided by EINICIA, the project initiator undertakes to pay the amount of the commissions described in the "FEES" section of these General and Specific Terms, as well as other expenses described in specific sections of these Terms.
- Requirements to be fulfilled by Project Initiators.
Project initiators must comply with the following requirements:
- Register on the website www.einicia.es, creating an account as project initiator, whether as natural or legal person.
- The project initiator, which is a legal person, shall be validly incorporated in Spain or in another Member State of the European Union.
- In case of natural persons, their tax residence must be in Spain or in another Member State of the European Union.
- The project initiators or the partners of the project initiator, the administrator, manager or members of the Board of Directors of a legal person which is a project initiator, shall not be declared ineligible, under the Spanish and EU legislation, or be serving sentences for committing offences, major or minor, against equity, or that may constitute crimes of money laundering or offences against the socioeconomic order, the Treasury or Social Security System.
- Not having more than one project, advertised and published simultaneously in the platform.
- Requirements to be fulfilled by the Projects.
The projects advertised and published on the website must fulfil the following requirements:
- They must be reasonably feasible or achievable, considering the conditions that other similar projects in the market may require, and according to the usual conditions and requirements that the market may require from performers or executors of similar projects.
- Limits to the requested financing: Project initiators shall not request more than 2.000.000€ (TWO MILLION EUROS), being possible to obtain the aforesaid amount by performing consecutive rounds of funding, provided that they do not exceed annually said amount. However, when projects are offered exclusively to accredited investors, the previous maximum amount may reach 5,000,000 euros.
- Describe concisely and in a non-technical language the content of the project according to EINICIA´s instructions, providing, therefore, the necessary information that allows an average and reasonable investor to form a reasonable decision to invest in the project.
- For the reward form of crowdfunding, describe concisely and in non-technical language, according to the instructions of EINICIA, the thing, object or service that will be exchanged as consideration for the received funds, and the conditions in which such thing, object or service will be provided or delivered.
- Any change in the conditions of performance of the initiated the project, shall be communicated to EINICIA by the project initiator as soon as possible.
- The project initiators shall be liable to investors for the information provided to EINICIA to be promoted and published.
A. Project Initiation.
- Stages of Project’s Promotion and Advertising.
The project initiator shall access, through the button named "START YOUR PROJECT", to the space facilitated by EINICIA, to enter his identity and bank information, descriptions of his person and the project, as well as any information concerning the amount of funding required.
Before providing any information, documents or data from the project, the project initiator must read and accept the Terms of Transfer of Information that will be displayed in the section or place of the website provided by EINICIA.
Once accepted the Terms of Transfer of Information, the project initiator shall submit the information required by EINICIA. Once the information and documentation is submitted, EINICIA shall proceed to the analysis (simplified due diligence), and, where appropriate, selection of the project for its promotion and advertising.
If, once examined all documentation on the project, the project initiator withdraws from the Terms of Transfer of Information and EINICIA had carried out the analysis of the project or selection thereof, EINICIA reserves the right to claim the project initiator and he shall be obliged to:
Pay EINICIA the costs of the project analysis (simplified due diligence). The payment of such costs shall not exceed 25% of the commission EINICIA would have received if the amount of funding required was successfully obtained.
B. Promotion and Advertising.
The project initiator, with EINICIA’s assistance, shall prepare the information on the project that will be promoted, published and offered, through the platform, to investors, in order for them to reach a reasoned and informed decision on the investment.
During the promotion stage of the project, EINICIA shall announce and publish the remaining days of the promotion campaign and the percentage or amount of funds obtained.
EINICIA shall enable the necessary payment gateways or procedures in order for investors to complete an investment through the payment system described below.
Once the promotion stage of the campaign has ended or expired, the requested funding may be obtained or not. Therefore:
- If the requested funding is obtained and the other contractual requirements are met, EINICIA shall order the release funds in favour of the project initiator.
D. Subsequent Obligations:
- If the requested funding is not obtained, or the other contractual requirements are not met, EINICIA shall order the refund to each of the respective investors of the contributions made by them.
After the project has been successfully funded, the project initiator shall continue to publish, through the platform, certain information regarding the progress of completion of the project, which will be accessible to investors who have invested in this project.
- Obligations of EINICIA.
- EINICIA undertakes to insert in its website the information, designs and images, brands, links, trade names of the project initiator, subject to the limitations contained in these General and Specific Terms, and during the period determined by EINICIA (hereinafter “the campaign”).
However, EINICIA reserves the right to justifiably remove the advertised information when it may contain or infringe third party rights, intellectual property rights or may be contrary to law, public order or public morals, as well as when the cause for the removal is the compliance of a judicial injunction.
- EINICIA undertakes to provide the services of promoting and advertising projects, indicating in the website the financing status of the project and the remaining days of the campaign.
- EINICIA undertakes to establish and maintain the telematic or online payment systems or gateways provided by an authorized payment institution, through which the funds shall be transferred according to each investing operations.
- EINICIA undertakes to promote the projects under the principles of neutrality, not granting preferential treatment to any project initiator over another.
- EINICIA undertakes to create a payment account, called "wallet" through an authorized payment institution by which, the project initiator, may receive and dispose, upon prior release order of EINICIA, of the funds deposited in the account, as well as manage the reimbursement of payments.
- Obligations of the Project Initiator.
The project initiator undertakes
- for the services provided by EINICIA, to pay:
- EINCIA’s fees, in the amounts listed in the section titled “FEES” of these Terms, once the requested funds for the project are obtained.
- the project initiator undertakes to provide, in a timely manner, the information required by EINICIA to promote the project and its variations, for which, EINICIA shall submit to the initiator "the Terms of Transfer and Assignment of Information" in order for him to accept them as a prerequisite to initiate the "promotion stage” of the project.
- the project initiator undertakes to compensate EINICIA for any damages or loss suffered by it that may arise from promoting and advertising the project’s information on the website, in compliance with the provisions of these Terms.
- The project initiator undertakes to indemnify and hold EINICIA harmless against any claim or damages that may arise from his performed activities and obligations.
- Representations, Warranties and Liabilities.
EINICIA represents and warrants that
- it has the necessary means, as well as the adequate technological, telematic and human resources to promote and advertise the projects on its website.
B.- The Project Initiator.
- It has a current agreement with an authorized payment institution, which shall manage the collecting and payments arisen from the financing transactions or agreements concluded through the web.
The project initiator represents and warrants
that he has sufficient legal capacity to be bound by these Terms and by the agreements entered into through the website, both, as an individual on his own behalf, or as on behalf of the legal person he lawfully represent.
that all information supplied to EINICIA by the project initiator, including accounting, asset or proprietary information, from both the project and the project initiator, is complete, accurate, truthful, updated and is not subject to any confidentiality or non-disclosure agreement with third parties, nor is subject or encumbered by any third-party right.
Non- compliance with the previous provision entails:
- taking EINICIA, legal actions, whether civil or criminal, on its own behalf or on behalf of the investors, against the deceiver project initiator.
- the implementation, by EINICIA, of the measures it deems appropriate against the project initiator, including:
- the exclusion of the platform and of the website of the deceiver project initiator and, where appropriate, the inclusion of the deceiver in a list of "excluded project initiators" to be published on the website of EINICIA.
- The submission of such information to the competent administrative and judicial authorities, in the event that EINICIA considers that said misrepresentation could entail any administrative or criminal offense.
that he is not involved in any lawsuit or civil or criminal proceedings that may thwart the fulfilment of the agreements entered into through the website which can lead to damage or loss of any kind to EINICIA or the investors.
that he owns all industrial and intellectual property rights over the banner, websites, as well as over the information and documents submitted to EINICIA, and that there is no pending claim over such rights by third parties. If there were such claims, the project initiator agrees to provide EINICIA all information related to it.
That the preparation and production of the project’s advertising complies with the current Spanish advertising legislation, Spanish services of information society legislation, electronic commerce legislation, consumers and users legislation, competition legislation and any other regulations that may apply.
That, as of the date of signature of the Terms of Transfer of Information, the project is not being promoted simultaneously in any other crowdfunding platform.
- Liaility of the Project Initiator.
The project initiator shall be liable for
- for any damages suffered by EINICIA arising from the misrepresentations, concealment, omission or misinformation provided by the project initiator.
EINICIA reserves the right to exercise all legal actions at its disposal against the project initiator arising from the misrepresentation or lack of information provided, as well as to initiate recourse proceedings against the initiator, or to include the project initiator in any proceedings brought against EINICIA as passive joinder defendant.
- the legality of the content submitted to EINICIA and that such content does not infringe any industrial or intellectual property rights or third party interests, especially with regard to intellectual and industrial property. In any case, EINICIA is entitled to bring action or to initiate recourse proceedings against the project initiator for the damages suffered by EINICIA or the investors, including the fees for any legal advice or services.
- Prohibition of Assignment, Transfer or Sale of the Initiator’s add space.
The assignment, lease or sale to a third party of the ad space or account awarded by EINICIA to the project initiator is prohibited.
V.- PAYMENT, REFUND AND REIMBURSEMENT PROCEDURE OF THE INVESTED CAPITAL.
V. 1. Procedure and Payment System by which the project initiator shall receive the obtained funds.
Creation by EINICIA with prior acceptance of the project initiator and under his name, of a wallet-account (wallet) in the payment institution selected by EINICIA, for the management of the initiator’s payment and reimbursement orders.
Creation by EINICIA with prior acceptance of the investor and under his name, of a wallet-account (wallet) in the payment institution selected by EINICIA, for the management of the investor’s investment and payment orders.
Acceptance by the investor of the project offered and of the terms of the donation or reward agreement.
Bank transfer or card payment, by order of the investor to his bank, of the funds to finance the selected project to the investor’s wallet-account (wallet).
Transfer of the funds deposited in the wallet-account of the investor to the wallet-account of the project initiator where said funds shall be deposited and remain until given the release order by EINICIA to the authorized payment institution. EINICIA shall order the found release if minimum funding is obtained and the other contractual or agreed requirements are fulfilled.
During this transfer between wallet-accounts, the commission or fee for the establishment of the telematic or online payment gateways or procedures shall be paid or deducted in the amounts described in the sections “EINICIA’s fees” and “fees for providing the telematic or online payment gateways service” of these General Terms.
Should the minimum funding requirements be met, by order of EINICIA, the payment institution shall release and transfer the deposited funds into the wallet-account of the project initiator to the personal bank account of the project initiator.
V. 2. Refunding Procedure of the Investment due to lack of achievement the required funding.
Should the minimum funding requirement not be met, EINICIA shall order the release and transfer of the deposited funds from the project initiator’s wallet-account, where they are deposited, to the investor’s wallet-account.
With said funds the investor may:
- Keep the reimbursed or refunded amount deposited in his wallet-account for any future new investment he would like to make.
VI.- EINICIA’S FEES.
- Transfer them to his personal bank account.
For the services rendered, EINICIA shall charge the following commission or fees:
- 4% of the obtained funds.
The aforesaid amounts shall be paid by the project initiator, using the telematic or online payment gateway or procedure provided by EINICIA in the next 5 days (FIVE DAYS) as of the date of obtaining the funds.
VII.- FEES FOR PROVIDING THE TELEMATIC OR ONLINE PAYMENT GATEWAYS SERVICE.
For the service of providing the telematic or online payment gateways, the project initiator shall pay:
- 1% of the amount invested by the investor.
VIII.- SPECIFIC TERMS APPLICABLE TO THE INVESTOR.
- 0,15€ for each amount of money entered in the telematic or online payment gateway or procedure.
The user, by "clicking" on the corresponding button “invest” of the website prior selection of a project, accepts to become an investor and to be subject to these Specific Terms Applicable to the Investor (hereinafter, Terms for the Investor).
The subject matter of these Specific Terms applicable to the Investor is to regulate the relations and agreements between EINICIA and the investor. Pursuant to these Specific Terms, EINICIA undertakes to:
- Provide the IT systems and procedures by which the investor shall enter into a donation or reward agreement with the project initiator, according to the offer previously accepted by the investor through the website.
- Provide, through the authorized payment institution, the payment and reimbursement gateways or procedures of the invested amounts, pursuant to the terms contractually agreed between the project initiator and the investor.
- Create a digital account on the web at the investor’s name and through which the investor may access the content reserved for investors and follow the financing status of the project.
- Create an account, called "wallet-account" in an authorized payment institution, whereby the investor may invest the funds it deems appropriate or receive the refunds, if the campaign does not succeed.
- provide the necessary means for the investor to choose between:
- advertising or not the concluded investment in a specific project.
- advertising the concluded investment, as an anonymous investor or by using a nickname, pseudonym or alias chosen by the investor.
- Investor’s Requirements.
The following requirements must be fulfilled for a user to become an investor:
- Be of legal age and have full legal capacity, both the user, on his own behalf, as well as any natural person acting on behalf of an entity or company used by the investor to carry out their investments.
- If the investor, as legal representative or proxy of a company or institution, invests, he shall hold sufficient powers to represent and sign on behalf of it.
- Duties and Obligations of the Investor.
The investors undertakes to:
- Comply or fulfil any investment commitments or agreements undertaken according to the platform’s previously described procedures or pursuant to the agreements entered into with the project initiators through EINICIA or it’s website.
- Fulfil the duties to which the investor is subjected, pursuant to the Spanish and EU legislation on Money Laundering.
- Representations and Warranties of the Parties.
EINICIA represents and warrants:
- Having sufficient and the necessary technological, telematics, IT, and human resources and workforce to promote and advertise the projects on its website.
- Having a current and in force agreement with an authorized payment institution which shall manage all payments, refunds and reimbursements arising from the financing agreements and transactions completed through the website.
B.- THE INVESTOR.
- Should the minimum funding requirements or the amount specified by EINICIA not be met upon expiration of the campaign, or should EINICIA eliminate or disregard the project initiator due to misrepresentation of the information provided by the project initiator, the amounts invested shall be returned and deposited in the investor’s wallet-account.
The investor represents and warrants:
- Having, at the time of accepting the offer or promoted project, sufficient funds to meet its payment obligations with the project initiator, EINICIA and the authorized payment institution.
- The investor is not subjected to any litigation, claim or procedure, civil or criminal, which could thwart the fulfilment of its payment obligations or that may entail damages or loss of any kind to EINICIA and the project initiators, or that there is no encumbrance, debt right or tax on his bank account that hinders or frustrates the transfer or payment of funds.
- Liability of the Investor.
The investor shall be liable for the damages or loss suffered by EINICIA or by the project initiator arising from the breach of the previous obligations. EINICIA reserves the right to take any and all legal actions against the investor for any misrepresentation of the information provided
- Disclaimers affecting the Investor.
EINICIA shall not be liable
- For the lack of fulfilment or completion of the financed projects, for not implementing the project initiator the obtained funds to the project or for the loss by any cause of the obtained funds.
- For the non-compliance, breach or delays in fulfilment of the obligations of payment, supply of information or documentation or delay of the investors, which have previously accepted the project offered, to sign a specific contract or agreement.
- For the non-completion of operations or agreements due to:
- The interruption of EINICIA’s service caused by the Internet Service supplier.
- The interruptions of the service provided or facilitated by EINICIA caused by outages, power surges, power grid failures or any other interruption of the Internet service or Internet lines that entail the website’s malfunction or collapse.
IX. SPECIFIC TERMS APPLICABLE TO DONATION AGREEMENTS.
- The interruption of services provided by EINICIA through the website or forum.
- Subject Matter.
The investor and project initiator, by selecting the donation form as investment procedure and as a mean to raise funding for the selected project, undertake to become donor and donee, respectively, and accept and subject to these Specific Terms applicable to the Donation Agreement (hereafter, the Terms of the Donation), notwithstanding the specific provisions applicable to them, prior acceptance of the investor and project initiator.
The subject matter of these Terms of the Donation is to regulate the relationship between the investor (as donor) and the promoter (as donee), concluded or formalized through a donation, pursuant to which the investor undertakes to pay to the project initiator an amount of money that will be allocated or invested in the business project promoted by EINICIA and selected by the investor.
- Breach of the Donation Agreement.
In the event that the project initiator could not allocate the amount donated to the promoted project, it shall be regarded as breach of the donation agreement, and therefore, the investor may sue for breach of contract and the project initiator shall return the donated amount.
- Fees/commissions, Tax Obligations and Other Expenses.
The project initiator undertakes to pay the fees for the services provided by EINICIA and for the establishment of the telematic or online payment gateways, according to the fees described above in these General and Specific Terms.
Expenses and obligations arising from the donation agreement, including taxes, shall be borne and paid by the project initiator, which undertakes to perform the submission of the corresponding tax declarations or statements (tax returns) and the legally required liquidation and payment of said taxes.
The project initiator undertakes to file or submit the certificate referred to in Article. 24 of the Spanish Law 49/2002, of Taxation of Non-profit Entities and Tax Incentives for Sponsorship, so that the investor may deduct the donated amount in the Income Tax, Income Tax for Non Residents or Corporate tax.
X. SPECIFIC TERMS APPLICABLE TO DONATION-REWARD AGREEMENTS.
- Subject Matter.
The investor and project initiator, by selecting the donation-reward form (hereinafter, the reward or the reward agreement) as a mean to invest and raise funds for the selected project, declare their will to become, respectively, purchaser and seller, and accept and undertake to be subjected to these Specific Terms Applicable to the Donation-Reward Agreements (hereinafter, Terms of the Reward), notwithstanding the specific provisions applicable to them, prior their respective acceptance.
The subject matter of these Terms of the Reward is to regulate the relationship between the investor (the purchaser) and the project initiator (the seller), concluded or formalized through a donation-reward agreement, pursuant to which:
The subject matter of the donation-reward agreement is the payment of a sum of money by the investor to be allocated, by the project initiator, to the development and implementation of a previously accepted business project, in exchange for the implementation, performance and delivery by the project initiator of any particular consideration to give or perform, belonging, all rights arising from said project implementation, to the project initiator promoter.
The investor undertakes to pay the project initiator an amount of money.
The project initiator undertakes to implement, perform, manufacture, render and deliver, for the amount of funds invested, the consideration previously offered through EINICIA’s website, subjected to these General and Specific Terms and these Specific Terms applicable to the Donation-Reward Agreement.
- Tax Obligations and Other Expenses.
The project initiator, undertakes to pay all necessary costs and expenses for the implementation of the project and for the performance, manufacture and delivery of the consideration offered to the investor. Specifically, the project initiator undertakes to pay:
- The commissions or fees, listed above in these General and Specific Terms, for the establishment of the payment gateways or procedures.
- The commissions or fees for the services provided by EINICIA, pursuant to these General and Specific Terms.
The project initiator undertakes to fulfil all tax obligations arising from the increase in income or capital gain he may experience upon receiving the amount of funds invested.
- Representations and Warranties.
- The project initiator represents and warrants the quiet enjoyment and good title and quiet enjoyment of the subject of consideration from latent defects, which may hinder or impede the normal use of what is object of the consideration, undertaking the project initiator to remedy or cure any defect that may arise.
4. Liabilities and Penalty Clause.
- However, should the object of the consideration not be adequate or appropriate for its normal use and quiet enjoyment or should the good title or quiet enjoyment be disturbed by any intrusion, PROVISIÓN FOUR (liability and Penalty Clause) of theses Terms of the Reward agreement shall be applicable.
The project initiator shall be liable for any risk of breach of the agreement that, pursuant to the subject matter of the donation-reward agreement, arises due to negligence, recklessness, breach of the Terms of the Reward and of administrative regulations applicable to the manufacture, preservation and delivery of the purchased object or service.
Should the delivery of the subject matter of the reward agreement be hindered or frustrated by any cause or should the project initiator be in breach of these Terms of the Reward, the project initiator undertakes to repay the investor:
- the amount invested by the investor, should the invested amount not exceed 50 € (FIFTY EUROS).
XI.- SUSPENSION AND CLOSE OF ACCOUNT.
- the amount invested by the investor, should the invested amount exceed 50 € (FIFTY EUROS).
EINICIA reserves the right of admission, temporary suspension and exclusion of the Platform and the Website of any user. The temporary suspension of access to the account of the registered user shall continue as long as the registered user does not renew the account.
EINICIA reserves the right to submit to the public and / or judicial authorities any relevant information regarding the breach of these General and Specific Terms.
XII.- NON-DISCLOSURE AND CONFIDENTIALITY.
Users, both investors and project initiators, as well as EINICIA undertake to maintain absolute secrecy regarding all confidential information exchanged between all of them.
Confidential information shall mean any exchanged information, principal or ancillary, which, according to EINICIA, is not deemed to be relevant information. Relevant information is any business, accounting, contractual, economic or other information necessary for the investor to accept or reject the project.
However, EINICIA reserves the right to publish all relevant information necessary for registered investors to acquire sufficient knowledge and make an informed decision on whether to accept or reject the project.
XIII.- DATA PROCESS AND PROTECTION.
The parties expressly claim to know and comply with the European and Spanish legislation on data protection and, in particular, the provisions of Law 15/1999, undertaking to treat and process the data obtained from promoting a business project in accordance with those provisions.
The user expressly accepts that his data and information will be included in a file, computerized or otherwise, for the purpose of managing the aforesaid contractual relationship or agreements, send advertising and commercial information belonging to EINICIA. However, the parties are, hereby, informed of their rights of access, rectification, cancellation and opposition of their personal data, which they are entitled to exercise by writing to email@example.com.
XIV.- INDUSTRIAL AND INTELLECTUAL PROPERTY.
All contents submitted by the project initiator to EINICIA, including images, graphics, sounds, logos, slogans, etc. are property of the project initiator and are protected by Spanish intellectual and industrial property legislation, being forbidden for EINICIA or any other third party to use them for any purpose other than the ones described and regulated in these General and Specific Terms, unless prior consent by the owner of said contents is given.
Should any work or content belong to any third party, the project initiator shall provide the appropriate license to EINICIA as prerequisite for the promotion of the project.
The distinctive signs, trademarks, patents, trade names or slogans are property of the project initiator and, therefore, prior to launching the advertising campaign of the project, the project initiator should have filed the application for registration in the Spanish Patent Office of the aforesaid signs, trademarks, trade names or slogans.
Any new intellectual creations developed by EINICIA during the promotion and advertisement of a project shall become property of EINICIA.
Grounds for termination of the agreements entered into and signed through EINICIA’s platform or website, notwithstanding the application of specific grounds of termination regulated in other provisions of these General and Specific Terms or in other specific provisions of agreements previously accepted by the investor or the project initiator, are:
- The mutual agreement or consent of the contracting parties.
- Obtaining financing for the project before or within duration of advertising or promotion of the project’s campaign.
XVI.- UNILATERAL TERMINATION BY EINICIA.
- The expiration of the campaign without obtaining the required funding.
EINICIA reserves the right to suspend or terminate the agreement with the investor or project initiator pursuant to the following grounds:
- Filing, either party, for a state of suspension of payments or bankruptcy.
- Misrepresenting the statements and information provided.
- The initiation of proceedings or claims or the discovery of any pending claim or proceeding after initiated the promotion and advertising campaign of the project.
- For any other grounds or causes stipulated by law.
XVII.- AMENDMENTS TO THESE GENERAL AND SPECIFIC TERMS.
EINICIA shall not be liable for the damages or consequences arising from the amendments of these Terms or from the amendments of the agreements signed between EINICIA, the users, the project initiators or the investors, when such amendments obey to any legal or regulatory mandate, policy, order or instruction
XVIII.- APPLICABLE LAW AND JURISDICTION.
These General and Specific Terms shall be governed and interpreted according to Spanish legislation, with special consideration to the Spanish Law 34/2002 of July 11, on Services of the Information Society and to Spanish Regulations 1906/1999 of 17 December and Law 7/1998 of 13 April, on General Terms of Contracts concluded through Electronic Means.
The applicable law and the competent Courts to hear all disputes arising from the relations and agreements between EINICIA and the users all shall be determined by Spanish Legislation. However, should the applicable law allow the parties to choose between different Jurisdictions, EINICIA and the User shall abide to the Courts of the city of Madrid, Spain.