WEBSITE TERMS AND CONDITIONS

1. Introduction

These Website Terms and Conditions shall be applicable to all users of the Crowdfunding Platform (“Website”) as Investors and can be consulted at all times on the Website under your Account. These Website Terms and Conditions shall be applicable to all existing and future transactions between the Crowdfunder, Investor and/or their legal successors, unless otherwise stated in the Agreement(s). Any changes to these Website Terms and Conditions made by the Investors shall never be applicable.
As a user of the Website, you are entitled to request and to be provided with a copy of these Website Terms and Conditions, free of charge, either/both as a hard-copy and/or through any electronic means. You are responsible for the storing of the Website Terms and Conditions. You are also responsible for the accessibility of the stored copies.
The English language version of these Terms and Conditions shall be controlling in all respects and shall prevail in case of any inconsistencies with translated/other versions, if any.
By proceeding to register an Account on the Website as an Investor, you accept the following Website Terms and Conditions as contained herein. Should you invest in a Project, these Website Terms and Conditions together with the specific Product Terms and Conditions and the Debt Instrument Terms and Conditions you acquire, shall be regarded as binding.

2. Definitions

The following terms shall have the meanings indicated below:

2.1 Account shall mean the personal account created by an Investor after registration on the Website in which the details of all your transactions will be reflected. Accounts may also be referred to as wallets.

2.2 Agreement shall mean an website access agreement concluded between the Crowdfunder and the Investee, concerning the use of the Website by the Investee and the conditions pursuant to which the Investee can obtain funding from the public.

2.3 Article shall mean an article of these Website Terms and Conditions.

2.4 Business Day shall mean a day on which banks in the Netherlands are open excluding Saturdays and Sundays.

2.5 Collaterals Mandate shall have the meaning assigned to it in Article 7.11.

2.6 Collective Depot shall mean the depot held by the Crowdfunder as referred to in the Dutch Financial Supervision Act (Wet financieel toezicht) and the Dutch Securities Giro transfer Act (Wet giraal effectenverkeer), in which Debt Instruments have been delivered to the Crowdfunder as intermediary in the sense of the Dutch Law WGE, which depot forms a sequestered capital from the capital of the Crowdfunder. In accordance with the Dutch Law WGE, for each Debt Instrument concerning Notes/Bonds there is a separate Collective Depot. For Loans, the Crowdfunder administers all the loan subscriptions by investors.

2.7 Costs shall mean all reasonable costs and expenses incurred by the Crowdfunder, acting for and on behalf of the Investors, in order to collect payment of any amount due under any Agreement or any Debt Instrument Terms and Conditions or the enforcement of any guarantees, securities, or any other agreement which is established for the benefit of the Investor(s), irrespective as to whether these costs are judicial or extrajudicial.

2.8 Crowdfunder shall mean:

a) Hands-on B.V., a private company with limited liability, incorporated under the laws of the Netherlands, registered with the Dutch chamber of commerce under number: 55711766, with its statutory seat in Rotterdam, the Netherlands operating under the name Lendahand and/or PlusPlus.
Registered office address: Eendrachtsplein 3 – unit 2A, 3015LA Rotterdam, T he Netherlands.
E-mail address: info@lendahand.com
VAT number: 851829260B01.

2.9 Debt Instrument shall mean debt instruments regarding Projects published by Investee on the Website, from time to time, for Investors to invest in. Debt instruments can include amongst other notes, loans, loan participations etc.

2.10 Debt Instrument Terms and Conditions shall mean the terms and conditions of the Debt Instrument belonging to the Project as detailed on the Website. These could consist among others of Notes Terms and conditions, Loan Agreements and Loan Participations.

2.11 Dutch Civil Code shall mean the Dutch Civil Code.

2.12 Interest shall mean the part of the interest owed to the Investor, that is paid by the Investee over the Debt Instrument as stated in the Debt Instrument Terms and Conditions.

2.13 Interest Date shall mean the first day following the month in which the Debt Instrument has been fully funded, date from which the Debt Instrument begins to bear interest.

2.14 Interest Payment Date shall mean the date(s) on which the Investor is paid Interest in accordance with the Debt Instrument.

2.15 Investee shall mean a party that places a Project on the Website and to whom the Investment Amount will be transferred to after full subscription to the Project and the execution/issuance of the Debt Instrument.

2.16 Investment shall mean the investment made by the Investor in one or more Debt Instruments. The Investor subscribes to the Investment Amount in increments of EUR 10 (ten euros).

2.17 Investment Amount shall mean the amount of funding the Investee seeks to raise from the Investors via the Website as detailed in the Project.

2.18 Investor shall mean a natural or legal person that invests via the Website in a Project, by means of a Debt Instrument.

2.19 Loan administration shall mean the administration and/or record maintained by the Crowdfunder of all the Investors’ who subscribe to the Loan Amount including each Investor’s Subscription Amount. The Crowdfunder will be treated as the recordholder and will represent the Investors’ interests as per the Loan Agreement.

2.20 Login Data shall mean your username and password with which you get access to your Account.

2.21 Payment Institution shall mean the licensed payment institution (betaalinstelling) used for all payments and repayments pursuant to the Agreement and any of the Debt Instruments.

2.22 Product Terms and Conditions shall mean the Investor Terms and Conditions for Loans, the Investor Terms and Conditions for Notes, the General Terms and Conditions regarding Loan Participations.

2.23 Project shall mean an Investment opportunity that is placed on the Website, of which the proceeds ultimately are meant for the benefit of a specific Investee as described on the Website, to which the Investor may elect to subscribe.

2.24 Publication Date shall mean the date on which a Project is published on the Website and is open to Investors for subscription. All Projects are uploaded on the Website 48 hours prior to the Publication Date to allow Investors the opportunity to read the Project information/details.

2.25 Redemption shall mean a full or partial repayment on the principal amount of a Debt Instrument.

2.26 Redemption Date shall mean the date on which an Investor receives a full or partial repayment of the principal amount of a Debt Instrument.

2.27 Subscription Date shall mean the date on which an Investor makes a conditional subscription on the Website on a chosen Project and pays the Investment against the execution/issuance of a Debt Instrument. The subscription is conditional because the Investment only becomes unconditional if the Investment Amount as indicated in the Project has been fully subscribed to by the collective of the Investors that have registered for the concerned Project.

2.28 Restructuring Mandate shall have the meaning assigned to it in Article 7.12.

2.29 Signing Mandate shall have the meaning assigned to it in Article 7.10.

2.30 Terms and Conditions shall mean these WebsiteTerms and Conditions.

2.31 Website shall mean:

a) Lendahand - www.lendahand.com and the Affiliated domain names.

2.32 WGE shall mean the Dutch Law: Wet giraal effectenverkeer.

3. Registration of an Account by Investor

3.1 In order to Invest in a Project you must create and register an Account on the Website.

3.2 Only one Account per natural or legal person can be opened. For the avoidance of doubt, you can hold an Account as a natural person, even if an Account is registered to a legal person in which you are an ultimate beneficial owner (UBO), employee, member, shareholder, director or the like and vice versa, provided that these Accounts make use of different banking details and e-mail addresses.

3.3 In order to register an Account you are required to provide the following data:
a) your full name (as it appears on your ID and bank account);

b) current address;

c) town of residence;

d) e-mail address;

e) in the case of a natural person, you are required to upload a copy of your ID if you would to use a so called wallet (to receive future repayments) or if you would like to invest more than EUR 15,000 per calendar year;

f) in the case of a legal person, you are required to upload a copy of all UBO’s ID’s and a chamber of commerce extract that is not older than 3 (three) months (in some cases you only have to enter the Chamber of Commerce number);

g) In case you are acting on behalf of a legal person, you warrant that you have the legal authority to act and to enter into any agreement on behalf of that legal person. The legal person will be bound by these Website Terms and Conditions. All your actions will count as actions taken by the legal person you represent.

h) banking details (we wish to draw your attention to the fact that only one bank account per Investor may be registered). The Investor must therefore be able to i) effect payment of the Investment from this bank account and ii) receive payments of Redemption and Interest into this bank account. If you use a bank account outside of the Netherlands, you will be required to submit a copy of the latest bank statement or effect payment of EUR 0.01 cents in order for the Crowdfunder to verify your banking details) and

i) any other information the Crowdfunder may be required to obtain in accordance with law, regulations and/or on the instruction of the Payment Institution.

3.4 By confirming your Account registration on the Website, you declare that the information provided by you either as a natural person, or acting on behalf of a legal person, during the Account registration process is true and correct. Should this information change, during the period in which you are registered on the Website, you are required to update your Account details accordingly.

3.5 The Crowdfunder shall not be liable for any delays, costs, expenses, losses, damages and/or other consequences which result from the Investors failure to keep its Account details updated.

3.6 The Crowdfunder does not charge any fees for the registration and maintenance of an Investor’s Account, nor will the Crowdfunder be liable for any costs and/or expenses incurred by the Investor during the creation, registration and/or updating of its Account. At all times, the Crowdfunder reserves the right to introduce a management and/or service fee related to the services provided to the Investors by the Crowdfunder. Investors shall be informed in in a timely manner if Crowdfunder decides to start charging fees from the investors.

4. Account Terms and Conditions

4.1 The registration of an Account is subject to the following:

a) you are a natural person or legal person;

b) you have the nationality of one of the countries within the European Economic Area;

c) you hold an active bank account (IBAN) with a financial institution which is registered and licensed to operate within the European Economic Area;

d) you are an adult (meaning you are 18 years old or older) and legally capable to act or you are authorized to act on behalf of the legal person;

e) you have never been refused access to a similar website to that of the Crowdfunder or service provider of an information company as referred to in article 3:15d section 3 Dutch Civil Code, on account of imputable shortcomings, illegal acts or omissions and

f) you have never been convicted of a crime or been involved in any cyber and/or financial crime and/or fraud.

4.2 By confirming your Account registration on the Website, you confirm that you comply with the Terms and Conditions as mentioned in Article 4.1.

4.3 If at any moment during the period in which you are registered on the Website, you do not comply with the Terms and Conditions as mentioned in Article 4.1, you must immediately notify the Crowdfunder thereof in writing.

4.4 The Crowdfunder will, in its sole discretion, determine whether or not to terminate your Account. In the event that the Crowdfunder elects to terminate your Account, any pending Investment(s) in process, will be finalized prior to your Account being terminated. Once you receive notification of your Account termination, you will no longer be able to conclude any new Investments.

4.5 Your Account is accessible with a personal, self-chosen username and password. Your Account is strictly personal, and you are obliged to safeguard your Login Data from third parties.

4.6 You are responsible and liable for all acts and transactions executed via your Account, from the moment your Login Data is completed in the designated space on the Website.

4.7 Once logged in, any subsequent activity aimed at the execution of documentation shall be deemed to have been signed by you electronically in accordance with article 3:15a section 4 of the Dutch Civil Code.

4.8 The Crowdfunder reserves the right to call for proof of origin of funds in instances where:

a) an Investor invests more than EUR 50 000 per annum or

b) any other instance in which the Crowdfunder is obligated by law or by a competent authority.

4.9 You will refrain from communicating directly with the Investee. If you require any further information from or about an Investee, you must communicate such request to the Crowdfunder, who will transmit such request on a reasonable basis.

4.10 The Crowdfunder reserves the right to change these Website Terms and Conditions without the consent of Investors. All changes to these Website Terms and Conditions will be made known to Investors by way of e-mail or by prominent announcement on the Website. The Investor explicitly agrees to these Website Terms and Conditions, and any revision thereof, being sent electronically. Should an Investor regard these changes to be of a material nature or in a way likely to prejudice the Investor’s Investment, the Investor must notify the Crowdfunder thereof within 20 (twenty) Business Days of receipt of the revised Website Terms and Conditions. Where an Investor objects to the revised Website Terms and Conditions, the original Terms and Condition will continue to apply for the tenor of the Investors existing Investments. Should the Investor wish to conclude any new Investments after the receipt of the revised Website Terms and Conditions, such Investments will be subject to the revised WebsiteTerms and Conditions.

5. Termination of your Account and/or the Website Terms and Conditions and the Effect thereof

5.1 Should you wish to terminate your Account you can do so in accordance with the procedure as published on the Website.

5.2 The Crowdfunder reserves the right to terminate your Account, if:

a) for more than 1 (one) consecutive year you have not made use of your Account or made an Investment;

b) you make use of different Accounts;

c) you do not comply with these Website Terms and Conditions;

d) on account of Force Majeure as referred to in Article 15;

e) you are subject to or have filed an application under the Debt Rescheduling (Natural Persons) Act (Wet schuldsanering natuurlijke personen (Wsnp);

f) you have been granted or filed an application for the suspension of payments;

g) you have been declared or an application has been filed to declare you insolvent or bankrupt or

h) any other circumstances which comes to the knowledge of the Crowdfunder, after the acceptance of these Website Terms and Conditions or registration of the Investor’s Account, which gives the Crowdfunder reason to believe that you will not comply with these Website Terms and Conditions.

5.3 Termination of the Account by either the Crowdfunder or yourself does not automatically result in a termination of these Website Terms and Conditions or any Agreement(s) concluded, unless otherwise agreed by the Crowdfunder in writing. These Website Terms and Conditions will continue to apply for the tenor of your Investment. Further to this, you still retain all rights and conditions associated with the Debt Instruments you acquired up to the Redemption Date thereof.

5.4 The Website Terms and Conditions will automatically terminate if one or more of the following circumstances occurs:

a) the Crowdfunder ceases its activities;

b) the Crowdfunder is dissolved;

c) an application for the Crowdfunder’s bankruptcy is filed or the Crowdfunder is declared bankrupt or

d) the Crowdfunder has been granted or filed for a suspension of payments.

5.5 Termination of the Website Terms and Conditions results in the termination of services that the Crowdfunder provides in accordance with the framework of the Agreement(s). It shall in no way result in the termination of your rights associated to the Debt Instruments which you have acquired and are held in the Collective Depot in accordance with the Dutch Law WGE or with the separate Loan administration.

5.6 Under no circumstances will the Crowdfunder be liable for any damages, losses, costs and/or expenses incurred by you as a result of the Crowdfunder terminating your Account and/or the Website Terms and Conditions in accordance with Article 5.

5.7 The Investor shall indemnify and hold the Crowdfunder harmless against any damages, losses, costs and/or expenses incurred by the Crowdfunder on account of the termination of your Account and/or Website Terms and Conditions.

6. Investing via the Website

6.1 The Crowdfunder allows Investees from time to time to publish Projects on the Website, to which Investors can subscribe.

6.2 A Project contains, amongst others, the following information:

a) the Investees investment proposal;

b) information about the Investee and other enterprise associated thereto;

c) the Investment Amount sought by the Investee;

d) the Interest Rate, if any, the Interest Date as well as the Interest Payment Date;

e) the tenor of the Investment;

f) the Redemption Date(s) and

g) the Debt Instrument Terms and Conditions.

6.3 Upon selecting a Project and the desired amount of your Investment, you will be required to effect payment of the Investment immediately (please note that payments via credit cards are limited to EUR 15 000). The date on which you effect payment will be regarded as the Subscription Date.

6.4 The Crowdfunder makes use of a Payment Institution to administer the receipt and payment of funds between the Investor(s) and the Investee(s). You agree with the General Terms and Conditions of the Payment Institution each time you conclude an Investment via the Website (these Terms and Conditions can be found on the Website under your Account). The Crowdfunder wishes to draw your attention to the fact that the Crowdfunder and Payment Institution can only process a (re)payment after the receipt thereof from the investee.

6.5 The Payment Institution will hold funds for and on behalf of the Investee until such time as the Investment Amount is achieved, and it is instructed by the Crowdfunder to transfer such funds into the Investee’s nominated bank account. Neither the Crowdfunder nor the Payment institution will be liable for any interest and/or costs incurred by the Investor from Subscription Date until such date that the Investment Amount is transferred to the Investee.

6.6 You have the right to dissolve an Investment made via the Website within 4(four) calendar days of effecting Payment, in which event the Investment will be deducted from the Investment Amount and returned to your Account. The Investor does not have a further right of revocation.

6.7 A Project shall remain open for subscription for a period of 60 (sixty) days, calculated from the Publication Date thereof, on the Website. If during this period, the Investment Amount has been fully subscribed to and the full Investment Amount received from the (various) Investor(s), then the Project shall be closed by the Crowdfunder.

6.8 The Investee will then proceed to execute/issue the Debt Instrument in series, each corresponding with the Fully Funded Project. The Debt Instrument forms a contractual relationship between you and the Investee. All Debt Instruments shall be executed by the Crowdfunder on your behalf as specified under Clause 7.9 (Signing Mandate). All Debt Instruments executed/issued in relation to a project are of equal order, without any difference in preference. The Investors are furthermore of equal rank with all present and future creditors of the respective Investee in whose Debt Instruments they have invested, except for preferred creditors and except for the local rules that apply for the concerned Investee.

6.9 The Debt Instruments will be delivered by the Investee to Crowdfunder who maintains, per sort of Debt Instruments, a Collective Depot as intermediary in accordance with the Dutch Law WGE. In case the Debt instrument concerns a Loan, the investee will sign a separate loan agreement. The Crowdfunder will act as an intermediary, maintaining records of investments in loans by investors. The Crowdfunder shall then instruct the Payment Institution to transfer the Investment Amount to the Investee’s nominated bank account in accordance with the Agreement concluded between the Crowdfunder and the Investee.

6.10 In the event that a Project’s Investment Amount is not fully subscribed to within the period mentioned in Article 6.7 the Crowdfunder can elect to either extend this period or close the Project and instruct the Payment Institution to refund the Investments to the relevant Investors Accounts. Neither the Crowdfunder nor the Payment institution will be liable for any interest and/or costs incurred by the Investor from Subscription Date until the date on which the Investment is refunded. Further to this, there will be no execution/issuance of a Debt Instrument by the Investee.

6.11 The Crowdfunder reserves the right on its behalf as well as on the behalf of the Investee to refuse an Investment, without statement or reasons and without incurring any liability in respect thereof.

6.12 Unless redeemed earlier, in accordance with the Debt Instrument Terms and Conditions, the Investee will redeem the Debt Instrument on the Redemption Date(s). Redemption takes place each time as per Debt Instrument.

6.13 Interest, if any, at the applicable Interest Rate, will commence on the Interest Date and is payable in accordance with the Interest Payment Date(s) as indicated by the Project Information and Debt Instrument. All payments in respect of Interest and Redemption received by the Payment Institution from the Investee will be paid to the relevant Investor(s) in accordance with Article 6.14. These funds are thus kept for and on behalf of the relevant Investor(s) until transferred to the Investor(s) nominated bank account(s).

6.14 The Investor may elect to:

a) state that the amount administered on its Account must be transferred by the Payment Institution into a bank account nominated by the Investor after receipt thereof from the Investee. The Payment Institution shall endeavor to transfer such amount(s) no later than 1 (one) Business Day after receipt of the funds from the Investee and on instruction of the Crowdfunder or

b) state that the amount administered on the Account must remain on the Account after receipt thereof by the Payment Institution from the Investee. The Payment Institution will leave such corresponding amounts after receipt thereof in the Account of the Investor, but never any longer than the Payment Institution is legally authorized to retain the funds in the Account. Depending on the Terms and Conditions of the Payment Institution, the Investor can maintain the funds for the benefit of a future investment (via the Website) with the Payment Institution.

6.15 Neither the Crowdfunder nor the Payment Institution will be liable for any interest, loss, costs and/or damages suffered by the Investor on account of any payment delays.

6.16 Any payment made by the Investee shall be first applied to any Costs incurred by the Crowdfunder, then to the Interest due and subsequently to the Redemption amount.

6.17 When the Debt Instrument has been Redeemed and Interest, if any, has been paid in full by the Investee, the Investee will be discharged from its obligations and the Debt Instrument will be terminated accordingly.

6.18 Debt Instruments concerning Notes are transferable in compliance with this Article 6.18. Debt Instruments issued as notes are in principle solely issued for sale and trading in the Netherlands. Debt Instruments as loans and loans participations may not be sold and traded in the Netherlands. The Crowdfunder accepts as holder of the Collective Depots, no responsibility or liability regarding a transfer of Debt Instruments outside the Netherlands. The transfer of Debt Instruments requires the cooperation of the Crowdfunder, which cooperation will not be unreasonably withheld. The Crowdfunder shall process the transfer in its administration. The administration costs for the processing of Debt Instruments to be transferred amounts to EUR 0.50 per Debt Instrument for which the buyer of the Debt Instrument will be liable to pay the Crowdfunder prior to the effecting of the transfer thereof. The stipulations in this Article 6.18 are equally applicable to the vesting of a right of lien on the Debt Instrument and on the vesting or delivery of a right of usufruct on the Debt Instrument.

7. The Role of the Crowdfunder in your Investments

7.1 The Crowdfunder manages the Website that offers you the possibility to invest in Projects.

7.2 The Crowdfunder retains the Collective Depot and/or Loan administration and shall keep all records pertaining to Investments made on the Website. These records include, amongst others, the following information in respect of the Investor:

a) name;

b) address;

c) banking details;

d) the issue date of the Debt Instruments and

e) the quantity and the numbers of the Debt Instruments held by the Investor.

7.3 The Crowdfunder is a licensed crowdfunding service provider, regulated by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), which operates a crowdfunding platform in accordance with the Regulation (EU) 2020/1503 of 7 October 2020 on European crowdfunding service providers for business.

7.4 Except for proof to the contrary, the internal administration of the Crowdfunder serves as complete proof.

7.5 If requested, the board of directors of Crowdfunder may issue the Investor an excerpt from the internal administration with regard to his/her right to a Debt Instrument at no additional charge.

7.6 With the exception of the activities mentioned explicitly in the Website Terms and Conditions, you as an Investor cannot claim any support or other services from the Crowdfunder in respect of any Investment/s made on the Website.

7.7 The Crowdfunder receives compensation for its services from the Investee in accordance with the Agreement concluded between the Crowdfunder and the Investee. The Crowdfunder charges the Investee an upfront fee and, on a case by case basis, a running fee from the Investee. The upfront fee is deducted from the Investment Amount after the Project is fully funded and before any disbursement to the Investee. The running fee, if any, is paid by the Investee at the same time as the Interest for the Investors.

7.8 The Crowdfunder might incur Costs associated with the recovery efforts of the defaulted, restructured, rescheduled Debt Instruments. The Crowdfunder will not charge the Investors directly for these expenses, but instead the Costs will be deducted first from any amounts recovered from the Investee, as specified in Article 6.16 of these Website Terms and Conditions.

7.9 In principle investors are not directly charged fees by Crowdfunder for the services rendered to them. Investors may encounter additional costs or fees related to their investments, such as taxes in specific jurisdictions, which are not facilitated or imposed by the Crowdfunder through its website. At all times, the Crowdfunder reserves the right to introduce a management and/or service fee related to the services provided to the Investors by the Crowdfunder. Investors shall be informed in in a timely manner if Crowdfunder decides to start charging fees from the investors.

7.10 The Investor(s) mandate the Crowdfunder, or any other entity to whom the Crowdfunder delegates such responsibility to, to represent him/her/them in the relation with the Investee(s), to monitor the Investee’s compliance with the obligations under the Debt Instruments, and to conclude and execute all and any necessary documents for and on behalf of the Investors, including but not limited to loan agreements, addenda to the loan agreements or any similar documents (Signing Mandate).

7.11 Where a Project includes guarantees, securities, or any other agreement which is established for the benefit of the Investor(s), the Investor(s) provide the Crowdfunder, or any other entity to whom the Crowdfunder delegates such responsibility to, a mandate to conclude and execute such documents for and on behalf of the Investor(s) (Collaterals Mandate).

7.12 If an event of default has occurred under the Debt Instrument or is likely to occur, the Investors mandate the Crowdfunder (who shall act in both its own name and that of the Investor) to perform any acts and/or conclude any agreements with the Investee that the Crowdfunder deems necessary to assist the Investee in avoiding and/or mitigating the event of default (Restructuring Mandate). Without detracting from the generality of the abovementioned provision, the Crowdfunder may elect to perform amongst others the following restructuring acts:

a) consent to write-offs in whole or in part;

b) waive or amend financial covenants;

c) consent to stand stills or payment holidays;

d) consent new repayment plans;

e) waive or amend fees, interest, including penalty interest;

f) vary tenors;

g) release the Investee of its security obligations;

h) request security or additional security from the Investee and/or

i) call in the total amount outstanding due by an Investee under all Debt Instruments, together with accrued interest and all other amounts owing thereunder, which will then immediately be due and payable without any notice to the Investee of default or court intervention being required.

7.13 The Crowdfunder shall exercise the Signing Mandate, the Collaterals Mandate and the Restructuring Mandate in its sole and absolute discretion and shall thus not be required to give notice to or obtain prior approval from the Investors. The Crowdfunder shall, however, ensure that the Investors receive communications in respect of any restructuring actions taken by the Crowdfunder.

7.14 The Investors have expressly and with full knowledge of the implications, conferred the exercising of the Signing Mandate, the Collaterals Mandate and the Restructuring Mandate on the Crowdfunder. The Investors acknowledge that the Signing Mandate, the Collaterals Mandate and the Restructuring Mandate apply to all Debt Instruments, irrespective of when such Debt Instrument comes into existence. For the avoidance of doubt, the Signing Mandate, the Collaterals Mandate and the Restructuring Mandate include the right of substitution and also apply to Debt Instruments issued prior to the date of these Website Terms and Conditions revision. The Investors agree and confirm that they shall accept all omissions and/or actions taken by the Crowdfunder without demur and that same shall be binding on the Investors, where exercised in good faith. The Crowdfunder shall not be liable for any loss and/or damages sustained by the Investor in respect of any such actions or omissions save, where Investors are able to establish bad faith, fraud or gross negligence on the part of the Crowdfunder.

8. User Conditions of the Website

8.1 You warrant that your use of the Website will in no manner whatsoever violate any laws and regulations, international treaties or intellectual property rights of (legal) persons.

8.2 You warrant that you shall use the Website solely for legitimate purposes.

8.3 You shall not use the Website for the placing or passing on of material and/or information that is libellous, obscene, or in any way infringes any third party rights.

8.4 You will refrain from making derogatory statements about the Crowdfunder and/or the Website.

8.5 You may not place any hyperlinks on the Website, without the prior written consent of the Crowdfunder.

9. Risk and Liabilities

9.1 Investors shall be aware that the use of the Website and its content is at their own risk.

9.2 The Debt Instruments concern products with a high risk. By accepting these Website Terms and Conditions, you are aware of these risks and you knowingly assume all risks associated thereto.

9.3 Your Investment does not lead to any form of control in the Investee.

9.4 The Debt Instruments are not convertible and not listed on the stock exchange.

9.5 The credit profile of each Investee and as a result thereof, the credit risk associated to the Debt Instrument of the Investee will also differ. The Crowdfunder wishes to draw your attention to the fact that in certain instances (e.g., in the case where an Investee becomes bankrupt, suspends payments or fails to effect payment for any other reason) you may lose in part or in whole your Investment.

9.6 Each Investee is subject to the laws of its country of incorporation. In the event of a dissolution, bankruptcy or suspension of payments by the Investee, the manner in which the Investors of the Debt Instrument issued by the concerned Investee will be treated with regard to other creditors of the Investee can materially deviate from the legal system of The Netherlands.

9.7 As an Investor, you are aware that the Investees do not fall under the supervision of the Dutch 'Autoriteit Financiële Markten' or the Dutch Central Bank. The total corresponding value of the Debt Instruments which are offered per Investee is less than EUR 5,000,000 calculated over a period of 12 (twelve) months and the Investee is therefore not (while making adequate use of the correct reporting of exemptions (wild-west category as termed by the financial monitor AFM)) subject to the obligation to publish a prospectus in connection with the issue of a Debt Instrument.

9.8 The Crowdfunder makes no warranty or representation (express or implied) that the Website will meet the Investors requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, free of any defects and/or faults, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate.

9.9 No part of the Website is intended to constitute advice, and the content thereof should not be relied upon when making any decisions or taking any action of any kind.

9.10 The Crowdfunder makes no guarantee of any specific results from the use of the Website.

9.11 The Crowdfunder does not warrant that you shall achieve any benefit from your Investment.

9.12 The content of the Project as it appears on the Website, has been composed with the greatest possible care, however, this information originates from third parties for which the Crowdfunder accepts no responsibility and/or liability whatsoever.

9.13 Where the Website makes use of hyperlinks to other internet sites, such links are for information purposes only and the Crowdfunder is thus not responsible and/or liable for the content of these sites.

9.14 The Crowdfunder will not be liable for errors, incorrect information, misunderstandings, delays or failure to communicate messages as a consequence of the use of the Internet or any other (electronic) means of communication in the exchange between the Investor and the Crowdfunder and between the Investee and the Crowdfunder.

9.15 The Crowdfunder has taken the necessary precautions to ensure that Investors can pay safely via the Crowdfunder’s Website. The effecting of payments, however, is a service that is executed by a third party (namely the Payment Institution) for which the Crowdfunder bears and accepts no responsibility and/or liability whatsoever.

9.16 The Crowdfunder accepts no liability for any disruption, delay or availability of the Website resulting from internal or external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure and/or maintenance.

9.17 The Crowdfunder accepts no liability whatsoever for any costs, expenses, losses and/or damages you may incur as a consequence of incorrect and/or incomplete data provided by you.

9.18 The Crowdfunder accepts no liability whatsoever for any costs, expenses, losses, liabilities, actions, claims, damages and any other liability of any nature incurred by either the Investee or Investor as a consequence of any act or omission on the part of the Crowdfunder.

9.19 In the event that the Crowdfunder, for any reason whatsoever, is required to compensate the Investor or Investee for any costs, expenses, losses and/or damages incurred, such compensation shall never exceed the amount of the concerned Investment.

9.20 The Crowdfunder shall never be liable for consequential or indirect damages including but not limited to loss of profit or turn-over.

9.21 The limitations of the liability of the Crowdfunder as contained in this Article 9 shall not apply in instances where the Crowdfunder or its directors are found to be grossly negligent or in instances where the law objects thereto.

9.22 The Investor indemnifies the Crowdfunder, its directors, consultants and employees against any and all claims, actions, costs, losses, damage and /or any other liability incurred by the Crowdfunder, its directors, consultants and employees on account of any breach by the Investor of its obligations on the basis of the Agreement(s) and/or these Website Terms and Conditions, insofar as the law does not object thereto.

10. Costs, Taxes and Levies

10.1 Unless otherwise agreed in an Agreement(s) or in these Website Terms and Conditions, all costs related to the administration and the execution/issuing of any Debt Instrument are for the account of the Crowdfunder.

10.2 All taxes, levies and such – under whichever name and levied by whoever – that concern the relation between the Investor and the Crowdfunder, will be for the Investor’s own account, unless otherwise agreed between the Investor and the Crowdfunder in writing or stipulations of mandatory law prescribe otherwise. As an Investor, you are personally responsible for the tax return with regard to your Investment.

10.3 The Crowdfunder is obligated, under fiscal law, to send information regarding outstanding amounts to the tax authority every January. In order for the Crowdfunder to fulfil this obligation, the Investor is required to supply the Crowdfunder with his/her BSN number. Please note that the Crowdfunder does not process the Investor’s BSN number for validation purposes and thus requests Investors to ensure the accuracy of such information provided.

11. Protection Intellectual Property

11.1 The information, texts, images, photos and illustrations on the Website and the design of the Website, are protected on the basis of the Dutch laws Auteurswet, Databankenwet and other applicable legislation. Except for cases in which the law provides or you have obtained the prior written consent of the Crowdfunder, you may not copy (including “framing”) any information, texts, images, photos, illustrations and/or designs from the Website, nor may you make such information available to third parties. The request for and viewing of data and the making of prints for own individual use is permitted within the limits stated in the applicable legislation.

11.2 The information, texts, images, photos and illustrations that have been made available by the Investee shall at all times remain the intellectual property of the Investee.

11.3 The word and image brands on the Website belong to the Crowdfunder. It is not permitted to put one or more of these brands and logos on your own site or to use it otherwise without prior permission of the Crowdfunder.

12. Privacy and Personal Data

12.1 The Crowdfunder is bound by the General Data Protection Regulation (GDPR) when collecting and/or processing personal data. Personal data means data with which you can directly or indirectly be identified, such as your name, address, date of birth, phone number, and e-mail address.

12.2 The Crowdfunder has a privacy policy under which it processes and uses personal data in accordance with current legislation and regulations (the GDPR and telecom legislation ‘Telecommunicatiewet’). De privacy policy can be found at the Crowdfunder’s Website.

12.3 The Crowdfunder collects personal data when you leave your e-mail address on the Website and/or you register as an Investor. In addition, the Website makes use of cookies, as described in Article 13. The Crowdfunder does not collect any more personal data than is necessary for the relevant component of the services provided.

12.4 The Crowdfunder uses this information to:

a) implement the provision of services (contract);

b) for marketing purposes (legitimate interest);

c) be able to comply with legal obligations (e.g. to keep an eye on countering terrorism and to prevent money laundering) and/or

d) for any other purposes it deems necessary with your permission (consent).

12.5 The Crowdfunder uses your personal data exclusively in accordance with the purposes described in these Website Terms and Conditions and does its utmost to protect your personal data.

12.6 The Crowdfunder retains your personal data for no longer than is necessary to be able to implement the provision of its services and to be able to comply with its legal obligations. The retention period of the various categories of personal data has been established by the executives of the Crowdfunder in the Crowdfunder’s privacy policy.

12.7 You have various rights with regard to your personal data which is collected and processed by The Crowdfunder. You have the right to information, the right of perusal, the right to limit the processing, the right of data portability, the right to object, the right of rectification and deletion of personal data. You can find more information about these rights on the website of the data protection agency ‘Autoriteit Persoonsgegevens’ (https://autoriteitpersoonsgegevens.nl).

12.8 The Crowdfunder shall not sell or otherwise make available your personal data to anybody without your prior consent. The Crowdfunder reserves the right to make personal data available without your prior consent in instances where it is required to do so by law or if it is necessary in order to comply with a lawful obligation.

12.9 Should you agree at the conclusion of the Website Terms and Conditions that the Crowdfunder uses your information for placement on the Website, then the Crowdfunder shall, after each Investment made by you, place your name, gender (optional) and photo on its Website. Should you at any moment no longer wish to have this information published on the Website, then you can modify this via your Account settings on the Website in which event the Crowdfunder shall remove your data within 2 (two) Business Days from the Website.

12.10 The Crowdfunder protects your personal data by taking security measures that meet relevant standards, including physical, organisational and technical measures that are meant to protect your personal data against loss, theft, unauthorised access, disclosure, multiplication, use or changes.

12.11 Crowdfunder wishes to emphasise that the sending of personal data per internet connection at all times bears risks. You are personally responsible for the security of the internet connection used by you.

12.12 Crowdfunder reserves the right to unilaterally introduce changes to the provisions, policies and documentation mentioned in Article 12 in order to ensure that it complies with pertinent laws and regulations at all times. We therefore request that you review these Terms and Conditions regularly, so that you are aware of any changes.

12.13 If Crowdfunder introduces a substantial change in the manner in which it processes your personal data, then the Crowdfunder shall warn you by a prominent announcement on the Website and/or by means of e-mail.

13. Use of Cookies and Marketing

13.1 The Website makes use of cookies. Cookies are small pieces of information that are stored by the browser on your computer. Cookies may be used for varying purposes, for example to remember your setting(s), or they may be analytical cookies with which visits to the Website are measured, or they may be applied for marketing purposes and social media.

13.2 You decide what kind of cookies you want to accept and you are free to subsequently change these settings on the Website.

13.3 After you have registered on the Website, the Crowdfunder can inform you by way of e-mail of any information relating to products and/or services. Each e-mail sent within the framework of direct marketing activities, will offer you the option to indicate if you wish to stop receiving such e-mails.

14. Document Retention

14.1 The Crowdfunder will retain all agreements in accordance with the applicable document retention legislation, however, these archives may not always be accessible to you.

15. Force Majeure

15.1 In case of Force Majeure, the Crowdfunder is entitled to suspend services and/or obligations towards you as an Investor in part or in whole. Such services and/or obligations shall remain suspended for the duration of the Force Majeure. The Crowdfunder is also entitled to terminate such services.

15.2 Under Force Majeure will be understood all circumstances independent of, or beyond the will and/or control of the Crowdfunder such as strikes, war, energy disruptions, fire, the refusal, suspension or termination of any permit and/or licence required for Crowdfunder’s operations, disruptions in (telecommunication) network or connection or used communication systems.

16. General Stipulations

16.1 All communications must be carried out in writing in either Dutch or English and may only be handed over personally, be sent per registered mail, courier, fax or e-mail to such addresses and fax numbers which the Crowdfunder and you as Investor have informed each other of from time to time.

16.2 A notification is considered to be effective the moment it is received and is deemed to have been received on the moment of handing (if handed over personally, sent by registered mail or courier) or on the moment of successful sending (if sent per fax or e-mail).

16.3 In case of a merger, acquisition or dissolution of the Crowdfunder, the legal successors of the Crowdfunder can independently exercise all rights and authorities under the Agreement(s) and/or these Website Terms and Conditions and shall comply with all obligations of the Crowdfunder. The Crowdfunder can transfer the legal relation with the Investor and the rights, obligations and additional right that belong thereto (in whole or in part) to a third party. By accepting these Website Terms and Conditions you are deemed to have given prior consent to such transactions.

16.4 An Investor cannot transfer its rights and/or obligations under the Agreement(s) and/or these Website Terms and Conditions to a third party without the prior written consent of the Crowdfunder.

16.5 Any illegal or unenforceable provision contained in these Terms and Conditions may be severed and the remaining provisions shall continue in force.

17. Complaints, Disputes, Choice of Law and Court

17.1 If you are not satisfied with the Crowdfunder’s services, we ask that you formally notify us thereof. Please use the complaint form that can be found on the Crowdfunder’s Website to file your complaint and email it to info@lendahand.com. A first response to the complaint will be given within five working days, and the response will indicate possible follow-up measures. the Crowdfunder will then make every effort to respond to the dissatisfaction as soon as possible. All follow-up communications will be by email, with the email address on file in our system, unless otherwise specified. This is to ensure a reproducible digital archive of communications. Complaints are investigated in accordance with Dutch law as well as our terms and conditions. The filing of a complaint and the corresponding measures taken by the Crowdfunder are of course free of charge for the investor.

17.2 These Website Terms and Conditions are regulated by the Laws of the Netherlands. All disputes in connection with or further to these Website Terms and Conditions shall in the first instance be resolved by the District Court in Rotterdam.

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