Terms and Conditions
1. General
1.1 Securities and investments are offered on Companisto.com (hereinafter "Companisto Website").
1.2 The securities offered on the Companisto website are brokered by Companisto Wertpapier GmbH, Köpenicker Str. 154, 10997 Berlin, Germany. Companisto Wertpapier GmbH is a contractually bound intermediary within the meaning of Section 2 (10) of the German Banking Act (KWG) and acts as an intermediary for financial instruments pursuant to Section 1 (1a) sentence 2 no. 1 KWG exclusively for the account and under the liability of Effecta GmbH, Florstadt. Companisto Wertpapier GmbH is registered with BaFin as a tied agent (registration number: 80164077).
1.3 The investments offered on the Companisto website are not brokered by Companisto Wertpapier GmbH, but by Companisto GmbH, Köpenicker Str. 154, 10997 Berlin, Germany.
1.4 These are the General Terms and Conditions for all business relationships between Companisto Wertpapier GmbH (hereinafter "Companisto") and Companisto members (hereinafter "Companist").
1.5 The General Terms and Conditions for all business relationships between Companisto GmbH and Companisto members are available at https://www.companisto.com/de/page/business-terms.
1.6 The Companisto website is an online platform that gives Companists the opportunity to invest directly or indirectly in young companies (hereinafter referred to as the "issuer") with debt, mezzanine or equity capital (hereinafter referred to as the "investment"). Information about the issuer is published on the Companisto website, and Companists have the opportunity to ask the issuer questions. Companisto does not itself become a contractual partner in the purchase of an investment. The investment or purchase agreements are concluded exclusively between the Companisto member and the issuer.
1.7 Companisto acts exclusively as a contractually bound intermediary within the meaning of section 2 (10) of the German Banking Act (KWG) in the name, for the account and under the liability of the liability umbrella Effecta GmbH, Florstadt ("Liability Umbrella"). Effecta GmbH is a licensed financial services institution with the permission to engage in investment brokerage pursuant to § 1 para. 1a sentence 2 no. 1 German Banking Act (KWG). The contractual relationship between the Companist and the liability umbrella shall be determined exclusively by the documents of the liability umbrella which are made available to the Companist in the course of a respective investment.
1.8 In addition to investment brokering, Companisto supports issuers (independently of the liability umbrella) as a commercial and/or technical service provider in the handling of the issue, if necessary.
1.9 The following GTC apply exclusively to all Companisto services (hereinafter referred to as "Services"). The GTC are accepted by confirming the corresponding button when purchasing an investment or registering as a Companist. The GTC can be accessed at any time at https://www.companisto.com/de/page/business-terms-wertpapier, printed out or saved locally.
2. Registration and membership account
2.1 In order to use some areas of the Companisto website, you must register as a Companist. Registration is free of charge. Registration takes place by opening a member account and agreeing to these terms and conditions, among other things. Upon registration, a contract for the use of the Companisto website is concluded between Companisto and the Companist. By acquiring an investment on the Companisto website, the acquirer simultaneously opens a free member account.
2.2 Only persons with full legal capacity are allowed to register. In particular, minors are not permitted to register with Companisto.
2.3 The data requested by Companisto during registration must be provided completely and correctly. When registering, only individual persons may be specified as the owner of the member account (i.e. no married couples or families).
2.4 If the data provided change after the registration, the Companist himself is obliged to correct the data in his member account immediately.
2.5 The Companist is responsible for the use of his member account and should ensure the confidentiality of his password. If the Companist notices an unauthorized use of his password or his member account, he is obliged to inform Companisto about it.
2.6 A membership account is not transferable. Multiple registrations of one person are not allowed.
2.7 Companisto reserves the right to delete member accounts of incomplete registrations after a reasonable period of time.
3. Companisto website
3.1 Companisto's website is merely a platform that Companists can use to invest in issuers and issuers can use to find investors. The information about the issuers on the Companisto website is provided exclusively by the issuers. Companisto does not check the profitability of the issuer. Companisto therefore does not vouch for the accuracy and completeness of this information. Information and data marked as "confidential" on the Companisto website (hereinafter "confidential information") are subject to confidentiality. All Confidential Information may be used by the Companist solely for the purpose of the Companist's investment decision and the Companist must treat such information as confidential. The Confidential Information shall not be disclosed, published or disseminated by the Companist to any third party in any manner or form. No confidential information is such information that (i) has been provided to the Companist by a third party without breach of a confidentiality agreement and without any obligation of confidentiality; (ii) is already in the public domain; or (iii) has been released by Companisto for disclosure or publication.
3.2 The Companisto website offers Companists the technical possibility to use the Companisto website to publish their own content within the framework provided by Companisto. The content published by Companists on the Companisto website is generally not reviewed by Companisto and does not represent the opinion of Companisto.
3.3 A friendly, objective, and fair tone is important to the Companisto community. Companisto therefore reserves the right not to publish, delete, edit, move or close posts and comments that violate the Companisto Netiquette. The current netiquette can be found at www.companisto.com/netiquette.
4. Conclusion of contract
4.1 A contract for the purchase of an investment requires that the Companist fills out the payment processing form on the Companisto website and clicks the button "Invest now" or "Buy now" at the end of the payment processing form. However, this does not constitute the conclusion of a contract; rather, the Companist hereby submits an offer to purchase an investment in accordance with the contracts confirmed by the Companist in the payment processing form. Companisto does not become a contractual partner. Details are governed by the contracts confirmed by the Companist when acquiring the shareholding.
4.2 The contract for the acquisition of a participation shall only be concluded when the respective issuer confirms the acquisition of the participation by e-mail (allocation). A separate written contract conclusion is not required beyond that. The Companist has no right to the conclusion of an investment contract.
4.3 The possibility of acquiring the investments offered on the Companisto website is limited in time. The offer period is determined individually for each crowdinvesting project by Companisto. Companisto is entitled to extend it as often and as long as it wishes.
5. Payment processing
5.1 The payment processing for all purchases of investments made on the Companisto website is exclusively carried out by licensed institutions with the permission to conduct financial transfer transactions. Companisto or the respective institution will not become a contractual partner of the investment purchase. Companisto is not entitled to obtain ownership or possession of Companists' funds or securities.
6. SEPA direct debits
6.1 If the payment of an investment is made by a Companist by SEPA direct debit, the period for the advance notification of the direct debit (pre-notification) shall be reduced to 2 days.
6.2 In case of payment by SEPA direct debit, the Companist has to ensure that the account is covered. Costs incurred due to non-payment or chargeback of the direct debit are at the Companist's expense as long as the non-payment or chargeback was not caused by Companisto.
7. Commissions, premiums, fees
7.1 Registration as a Companist is free of charge.
7.2 If an investment is acquired via the Companisto website, a commission or other compensation may be due, whereby a commission is usually paid by the respective issuer. The details are set out in the contracts confirmed by the Companisto investor at the time of the acquisition.
7.3 Companists may only offset against commissions with claims from credit notes not yet issued and with due and/or future claims if these claims have been legally established or are undisputed.
8. Changes or termination of services
8.1 Companisto is not obliged to provide the free services. In return, Companisto is entitled to stop using the services at any time.
8.2 Companisto's services are evolving and may therefore change from time to time - for example, individual functions or features may be added or removed. Companisto may also discontinue a service temporarily or permanently, for example, for technical or legal reasons. If possible, especially in case of a permanent discontinuation of a service for economic reasons, Companisto will inform the Companisto user about the upcoming discontinuation within the respective service.
9. System integrity
9.1 Companisto reserves the right to change, limit or discontinue the scope and functionality of the website at any time. Although Companisto endeavours to offer its service without technical disruptions, maintenance work, further development and/or other disruptions may limit and/or temporarily interrupt the possibilities of use. Under certain circumstances, this may lead to data loss. Companisto therefore does not guarantee the availability of the service or the absence of technical disruptions or data loss.
10. Profile data/taxes
10.1 Insofar as the Companist enters data in his or her profile on the Companisto website or Companisto receives data from the financial authorities, Companisto is entitled to use this data and to make it available to the issuers in which the Companist participates, to the liability umbrella and to their respective service providers who are involved in the processing of the participation so that payments from the participations can be made to the Companists and the corresponding registrations, in particular capital gains tax, solidarity surcharge and, if applicable, church tax, can be made by the issuers or their service providers with the relevant authorities. church tax, if applicable, can be made by the issuers or their service providers with the offices responsible for this. This relates in particular, but not exclusively, to the first and last name of the Companist, the gender, the address data, the investment amount, the bank details, information on exemption orders and the tax identification number of the Companist.
10.2 The Companist agrees that Companisto, the issuers and their service providers may request the Companist's church tax details from the German Federal Central Tax Office (Bundeszentralamt für Steuern) as well as from any other competent authority so that church tax can be paid on behalf of the Companist. The Companist may object to the disclosure of his data by the Federal Central Tax Office. To do so, the Companist must issue a blocking notice to the Federal Central Tax Office. Once a blocking notice has been issued, it remains in force until revoked in writing.
10.3 The Companist expressly authorises Companisto to continue to store, process and use his data, which Companisto has collected on a contractual or legal basis in accordance with the above provisions, in accordance with the above provisions until revoked, even if Companisto should no longer act as a contractually bound intermediary for the liability umbrella.
10.4 The Companist also agrees that Companisto will forward the Companist's personal data (including the data from the performance of appropriateness tests) to Companisto GmbH, which will broker the investments offered on the Companisto website and store and process the data in accordance with its privacy policy. The data will be forwarded for the purpose of enabling the user to invest in investments brokered by Companisto GmbH.
11. Limitation of liability
The following exclusions and limitations of liability apply to Companisto's liability for damages, irrespective of the other legal requirements for claims:
11.1 Companisto is liable if Companisto is guilty of intent or gross negligence. Companisto is liable for ordinary negligence only in case of a breach of an obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner may regularly rely (so-called cardinal obligation). Otherwise, Companisto is not liable for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo.
11.2 If Companisto is liable for ordinary negligence according to section 11.1, Companisto's liability is limited to the damage that Companisto typically had to expect according to the circumstances known at the time of the conclusion of the contract. If a share purchase or a related contract is invalid, any claims of the Companist against Companisto resulting therefrom are limited to the reimbursement of the fee paid for the share purchase.
11.3 The above exclusions and limitations of liability do not apply if Companisto has given a guarantee for the quality of the goods, nor for damages which have to be compensated according to the product liability law, nor for damages to life, body or health.
11.4 The above exclusions and limitations of liability also apply to Companisto's employees, vicarious agents and other third parties Companisto uses for the performance of the contract.
12. Termination of the user relationship
12.1 The user agreement for the Companisto website is concluded for an indefinite period of time and can be terminated by Companisto and the Companist at any time with immediate effect. To terminate the user agreement, the Companist must send an e-mail to service@companisto.com.
12.2 Companisto is entitled to exclude Companists from participating in forums, the commentary system, other communication areas offered by Companisto, the Companisto Business Club, new investment opportunities on Companisto as well as any other area, service or system offered by Companisto at any time and without giving reasons or to restrict access partially or completely, temporarily or permanently.
12.3 Companisto grants Companists who hold investments on Companisto the possibility to manage their investments on Companisto also in cases of termination of the user relationship by Companisto and in case of a restriction of the Companisto's access, as far as provided for in the respective investment documentation (e.g. inspection of the investment overview, inspection of investor updates, deposit of the necessary disbursement and tax information, updating of master data, voting in pooling votes). However, this does not include the use of the commentary system on Companisto and other Companisto services that are not mandatory for the exercise of the rights arising from the investments.
12.4 The right to terminate the contract for good cause remains unaffected.
12.5 Statutory rights of termination shall remain unaffected.
13. Risk information
13.1 The securities investments offered on the Companisto website offer opportunities, but are risk investments. In the worst case, there is a risk of losing the entire investment; the securities investments offered are therefore not suitable for retirement planning. However, there is no obligation to make additional payments. The risk can be minimised by spreading the investment amount over several issues and not investing everything in one issue. This strategy is often used by professional investors, as it spreads the risk over several investments. In this way, successful investments can offset other, less successful investments.
13.2 Companisto and/or the liability umbrella do not provide any investment advice or other advice via the website. No information or consulting contract is concluded. Companisto is not obligated to inform about current developments of the issuer.
13.3 The information about the issuers on the Companisto website is provided exclusively by the issuers. Companisto does not review the profitability of the issuer.
13.4 The forecasts made by the companies are no guarantee for the future development of the company. The securities investments offered on the Companisto website are therefore only suitable for investors who can bear the risk of a total loss of the invested capital. The decision to invest is made independently and on the investor's own responsibility.
13.5 There is only a limited market for the sale of the securities investments offered on the Companisto website. In the absence of a corresponding market, the sale of the investments is only possible to a limited extent.
13.6 It is the Companist's sole responsibility to decide whether to invest in issuers using the Companisto website and in which issuers to invest. The information available on the Companisto website does not constitute an advisory service provided by Companisto and is not a substitute for expert advice. Companisto therefore recommends that investors inform themselves about the legal, economic and tax consequences of an investment before investing in an issuer and also during the term of the investment, if applicable. Any investment can result in a total loss of the investment amount. The Companist should therefore only invest funds that he or she can afford to lose.
14. Assumption of contract
14.1 In the event of (i) Companisto's filing for insolvency or (ii) if insolvency proceedings are opened against Companisto's assets with final effect or (iii) if the opening of such proceedings is rejected for lack of assets or (iv) Companisto is liquidated or (v) Companisto ceases its business operations, Companisto Holding GmbH, registered in the Commercial Register of the Charlottenburg Local Court under HRB 141442 B, as well as its subsidiaries are entitled, within the framework of a genuine contract for the benefit of third parties, to continue the business relationship with the Companist in place of Companisto, which includes, in particular, the administration and use of the Companist's customer profile and customer data.
15. Final provisions
15.1 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes arising from and in connection with this contract shall be Berlin, to the extent permitted by law.
15.2 If there are contradictions between these GTC and other regulations confirmed by the Companist, the other regulations shall prevail. This applies in particular to the contracts for the acquisition of participations.
15.3 Should individual provisions of these General Terms and Conditions be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any General Terms and Conditions that are not included or are invalid (Section 306 (2) of the German Civil Code (BGB)). In all other respects, the parties shall replace the void or invalid provision with a valid provision that comes as close as possible to it in economic terms, insofar as no supplementary interpretation of the contract takes precedence or is possible.
15.4 Companisto reserves the right to amend these GTC at any time and without stating reasons. The amended terms and conditions will be sent to Companists by e-mail no later than four weeks before they come into force. If a Companist does not object to the validity of the new GTC in writing or in text form within two weeks after receipt of the e-mail, the amended GTC are deemed accepted. Companisto will separately inform the Companists about the importance of this two-week period in the e-mail containing the amended terms and conditions. The current GTC can be found at https://www.companisto.com/de/page/business-terms-wertpapier. If a Companist does not agree with the amended terms and conditions, he or she must stop using Companisto's services.
Status: 26 April 2021
