General terms and conditions
Terms & Conditions
Version as of 19 April 2018
1.2 You accept these general terms and when register as a potential Lender on the Bulletin Board (below “Lender”, “You”).
1.3 Deviations from these general terms and conditions apply only to the extent that they have been agreed in writing between You and SBP and been signed by authorized representatives of each party.
1.4 If You act as an individual, You must be at least 18 years old and have full legal capacity in order for You to enter into these general terms and conditions and to use the Bulletin Board. If You act on behalf of a corporate entity or other legal person, You must be at least 18 years old, have full legal capacity, and be an authorized signatory, or have the authority to accept and bind the company that You represent in order to enter into these general terms and conditions.
2. The Bulletin Board
2.1 The Bulletin Board is operated by SBP, which is or has filed an application at Finansinspektionen (www.finansinspektionen.se) to become registered as a financial institution at pursuant to the Act (1996: 1006) on registration obligation for certain financial activities. Note that a registration as a financial institution does not mean that SBP is subject to ongoing supervision by Finansinspektionen.
2.2 SBP only act as an intermediary between the Lender and real estate companies in need of capital (“Borrowers”) who wish to market offer of property-related investments through loans or otherwise in private limited liability companies (“Investment”) via the Bulletin Board and Lenders who potentially wish to invest in such Investment.
2.3 All Investments that are marketed via the Bulletin Board are thus made directly between Lenders and Borrowers, and SBP does not offer and is not directly or indirectly liable, for any Investment or agreement and/or dispute between Lenders and Borrowers in connection with an Investment marketed on the Bulletin Board.
2.4 By agreeing to be bound by these general terms and conditions, You agree to receive offers related to Investments via the Bulletin Board.
3. Expression of interest
3.1 You as a Lender are offered the opportunity to submit an expression of interest in Investments marketed by Borrowers on the Bulletin Board. The terms of the respective Investment are stipulated in the Borrower’s offer marketed on the Bulletin Board.
3.2 After You have submitted an expression of interest, You may receive a final investment offer by the Borrower (“Investment Agreement”). An expression of interest for an Investment is therefore not a binding agreement between You and the Borrower. A binding agreement between You and the Borrower will only arise when You and the Borrower have signed the Investment Agreement. An Investment for which You have submitted an expression of interest can thus freely be canceled by the Borrower before a binding agreement has been concluded, e.g., if the Borrower has not received expression of interests covering the full amount of the Investment.
3.3 By accepting to be bound by these general terms and conditions, You guarantee that You will only make Investments and enter into Investment Agreements on your own behalf.
4. Tax liability, etc.
4.1 By agreeing to these general terms and conditions, You warrant that You are a registered resident and fully liable to pay taxes in the European Economic Area (“EEA”) throughout the time that You use the Bulletin Board.
4.2 No Investments are either directly or indirectly directed to natural or legal persons resident, registered and/or taxable outside the EEA. Persons who are resident, registered and/or taxable outside the EEA may not register to the Bulletin Board or submit an expression of interest in or make an Investment.
4.3 No Investments have been registered or will be registered under the United States Securities Act of 1933 or under any equivalent law in any state in the United States, or under any applicable law in another country.
4.4 No Investments marketed via the Bulletin Board are either directly or indirectly directed to any country where the distribution of the Investment or marketing of the Investment is contrary to applicable laws or regulations or which requires that other measures are undertaken than those required under Swedish law, such as, for example, prospectus or registration requirements. No Investments marketed via the Bulletin Board are either directly or indirectly directed to persons whose participation for other purposes requires that other measures (such as the preparation of a prospectus or registration requirements) are undertaken than those measures required under Swedish law. Neither the offer of an Investment or the expression of interest in an Investment or other information available at the Bulletin Board may be distributed in or to countries where the distribution or offer of the Investment requires registration or that other measures than those required under Swedish law are undertaken or where the distribution of the Investment is contrary to applicable provisions of law in such country. It is the Investor’s duty to comply with such restrictions under laws and regulations outside Sweden.
Your use of the Bulletin Board is free of charge. Any compensation payable to SBP is regulated between SBP and the Borrowers using the Bulletin Board.
6. Payments via the bulletin board
SBP is not responsible for and does not handle any capital or mange or execute any payments through the Bulletin Board on behalf of the Lender or Borrower. How payments are made in relation to an Investment Agreement is governed by the Investment Agreement. If payment services are offered via third parties on the Bulletin Board, SBP reserves the right to change the payment methods and payment service providers that are from time to time accepted and / or used on the Bulletin Board.
7. Use of the Bulletin Board
7.1 By accepting these general terms and conditions, You agree to only use the Bulletin Board for the purposes and in accordance with the provisions that are from time to time applicable under these general terms and conditions.
7.2 You undertake to treat all information received through the Bulletin Board (including but not limited to information regarding Investments, Investment Agreements and SBP) confidential, which means that You undertake not to distribute, forward or in any other way disclose such information to third parties or to use such information for purposes than the evaluation of and conclusion of the Investment via the Bulletin Board in accordance with these general terms and conditions.
7.3 You undertake to, on a continuous basis, provide SBP with requested information and data as well as to provide the assistance required for SBP to provide the Bulletin Board to You.
7.4 The Lender is solely responsible for data, information, text, messages and other material provided from the Lender to SBP.
7.5 SBP reserves the right, at any time and in its sole discretion, to deny natural and legal persons access to all or part of the Bulletin Board or at any time block Your access to the Bulletin Board in case of a breach or anticipated breach of these general terms and conditions.
7.6 You undertake to treat Your login details strictly confidential and not to share it with third parties. You agree to notify SBP immediately if You, for whatever reason, suspect that your login details have been shared with third parties.
8. Intellectual Property Rights
8.1 All content on the Bulletin Board provided by SBP such as text, graphics, design, logotype, trademarks, software, source code and object code, etc., or that are developed by SBP in connection with the Bulletin Board (“Intellectual Property Rights”) is owned or licensed by SBP.
8.2 Through these terms and conditions You only receive a non-exclusive, non-transferable, in time limited, right to use the Intellectual Property Rights for the purpose of using the Bulletin Board in accordance with the provisions of these general terms and conditions.
SBP does not guarantee the availability of the Bulletin Board and the Bulletin Board may be unavailable for an indefinite period of time due to e.g. technical issues, planned or unplanned maintenance, updates or other circumstances.
10. Term of the agreement etc.
10.1 This agreement between You and SBP is an agreement valid until further notice and which expires on the day it is terminated either by You or SBP.
10.2 SBP reserves the right to amend these terms and Conditions and You will be notified of the changes by publication on the Bulletin Board or by email. The amended terms will become binding on You either by the date of Your acceptance or at the latest thirty (30) days after You have been notified of the change. If You do not accept the changed terms, You are entitled to terminate these terms and conditions with immediate effect by notifying SBP.
11.1 You are solely responsible for evaluating Investments before submitting an expression of interest and subsequently the conclusion of a potential Investment Agreement.
11.2 Before making an Investment You should always carefully evaluate the offer as each Investment marketed via the Bulletin Board is a unique offer made by the individual Borrower. You should also consult your financial and legal advisors before making a decision to conclude an Investment.
11.3 You acknowledge that an expression of interest does not result in a binding Investment Agreement and that the Borrower, until the conclusion of the Investment Agreement, is freely entitled to withdraw an offer for Investment marketed through the Bulletin Board.
11.4 The Borrower is solely responsible for the execution and management of the offer of the Investment and the Investment Agreement entered into with You. As Investments are made through loans to private limited companies or other investments in private limited companies, You should especially be aware that there may be limited opportunity for You to dispose of the Investment during the term of the Investment Agreement.
12. Limitation of liability
12.1 SBP only act as provider of the Bulletin Board which constitutes a pure marketing place for Borrowers to market the Investment and SPB does not represent the Borrower or Lender and makes no assessment of the Borrower and/or the offer of Investments and does not provide any recommendations or statements to You or any other party regarding the Investment. SBP is therefore not responsible for the accuracy of any information related to Investments submitted via the Bulletin Board and does not make any warranties or make any representations regarding such material or any estimates, calculations representations or other information contained therein. This applies regardless of whether the Borrower or other party has produced the material. SBP further does not provide any warranties or representations regarding the Bulletin Board or its function, availability, quality, usability or security.
12.2 As SBP only act as a pure link between Borrowers and Lenders by providing the Bulletin Board which is a pure marketing place, SBP is not responsible for damage, either directly or indirectly, that You suffer as a result of any Investment that are made or that You decide not to make e.g. as a result of (i) the unavailability of the Bulletin Board (ii) direct or indirect loss of capital in connection with an Investment (iii) You are not offered to pursue an Investment (iv) the non-performance of a Borrower of any of its obligations and/or relevant agreements, regulations, laws or other regulations (v) actions and/or decisions due to an Investment has not been taken and/or have been taken at the wrong time or to the wrong extent (vi) Borrowers have provided incorrect or misleading information about themselves, the offer of the Investment or otherwise. Claims due to damage suffered in this paragraph may never be directed against SBP or its affiliates, associated companies or representatives.
12.3 For You who are a natural person who is acting primarily outside the scope of an economic activity (“Consumer”) SBP’s liability is under all circumstances limited to direct damage provided that the damage has not been caused by intent or gross negligence. If You are not a Consumer, SBP’s liability is under all circumstances limited to direct damages and SBP’s are thus never liable for indirect damages that You who are not a Consumer suffer and SBP’s liability shall never exceed an amount equivalent to one price base amount calculated in accordance with the Social Insurance Act (SFS 2010: 110).
13. Anti-Money Laundering
As SBP is or will become a registered financial institution, SBP is obliged to comply with the Swedish anti-money laundering act (SFS 2009:62). This means that SBP is obliged to assess the risk of money laundering in relation to all users of the Bulletin Board that makes Investments that have been marketed via the Bulletin Board. SBP must perform adequate customer due diligence measures to assess the risk of money laundering. You therefore undertake to truthfully and completely answer all the questions addressed to You in SBP’s customer due diligence process provided via the Bulletin Board.
14.2 Cookies are small information files that are placed in the user’s computer. SBP uses both so-called session cookies that are deleted when You close the browser and, if necessary, more persistent cookies that remain on your computer for a certain amount of time. If You like, You can turn off the cookie function in your web browser. You do this by accessing the security settings in your browser. However, this can mean that You will not be able to use certain services available on the Bulletin Board now or in the future.
14.3 SBP uses, or may use, the following cookies when You visit the Bulletin Board and/or when You use any of the Bulletin Board’s services:
14.3.1 Google Analytics is used to record and analyze visitor activity on the Bulletin Board. The cookie is a persistent cookie that remains on the computer for a fixed period of time. Google Analytics is a so-called third party cookie placed by Google.
14.3.2 Session cookies are a type of cookie that are automatically placed by the Bulletin Board and that are required for the Bulletin Board to work during the time that You browse the Bulletin Board. It gives You a code and keeps track of the choices You made during the entire visit. When the browser closes, this cookie disappears automatically. The information collected is not disclosed to any third party.
14.3.3 CSRF cookie is a so-called persistent cookie that is left on your computer for a fixed period of time and is automatically placed by the Bulletin Board. This cookie is used for safety reasons to protect users from so-called “Cross-Site Request Forgeries”.
16. Right of withdrawal
16.1 You who register on the Bulletin Board in capacity as a Consumer, have the right to withdraw from the agreement within fourteen (14) days from the date of entering into this Agreement in accordance with the distance and doorstep sales act (SFS 2005: 59) and thereby unregister from the Bulletin Board.
16.2 If You as a Consumer wish to exercise Your right of withdrawal, You may do so by sending or leaving a message to SBP within the time limit for withdrawal. SBP’s complete contact details can be found in clause 17 below. You can also use the standard form for the exercise of Your right of withdrawal provided by the Swedish Consumer Agency that is available through www.konsumentverket.se.
16.3 SBP will not charge You any costs if You choose to exercise Your right of withdrawal.
17. Complaints and contact details
17.1 If You are dissatisfied with the Bulletin Board or any matter related to these general terms and conditions, You are always welcome to contact us. Our contact details are set out below.
17.2 You as a Consumer can also refer Your matter to Allmänna reklamationsnämnden (“ARN”) which is the national board for consumer complaints in Sweden, provided that the matter meets ARN’s requirements on e.g. value of the disputed matter, time, etc. For more information about how to refer a complaint to ARN as a Consumer, visit www.arn.se. You as a Consumer also have the opportunity to refer a complaint to the EU Online Dispute Resolution Platform, provided that the dispute meets the platform’s requirements. More information about the EU online dispute resolution platform is available at: www.ec.europa.eu/odr.
17.3 Contact details:
SBP Nordiska AB
Östra Hamngatan 52
411 08 Gothenburg, Sweden
Org. no. 559130-8357
E-mail: [email protected]
Phone number: 072-223 28 19
18.1 This agreement is concluded in English. You may also enter into this Agreement with us in the Swedish language if preferred, if so, please use the Swedish version of this Agreement available at the Bulletin Board.
18.2 Should any provision or part of these terms of conditions be found invalid, this shall not mean that these terms and conditions are invalid in its entirety. Instead, reasonable adjustment of these terms and conditions shall be made.
18.3 SBP does not guarantee that older versions of these general terms and conditions will be available. You are therefore requested to save all versions of these general terms and conditions for future use.
18.4 SBP complies with the Swedish Marketing Act (2008: 486).
19. Applicable law and disputes
19.1 This agreement shall be governed by the substantive laws of Sweden without regard to its choice of law provisions.
19.2 Any dispute arising from these general terms and conditions between SBP a Lender that is a Consumer shall be settled by the general courts of Sweden.
19.3 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, or the breach, termination or invalidity thereof, that arises between SBP and a Lender that is not a consumer shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be Swedish. Any arbitration award and other information that is disclosed in the course of any arbitration proceeding under this consumer shall be kept strictly confidential by You and may not be disclosed to any third parties.
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