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BNK TO THE FUTURE®

TERMS AND CONDITIONS OF USE OF THE BNKTOTHEFUTURE.COM ONLINE INVESTMENT PLATFORM

  1. INTRODUCTION

Please read these terms and conditions of use of the BNK To The Future Online Investment Platform (Terms) carefully before signing up as a user of any of the products or services (Services) offered on the www.BnkToTheFuture.com website  (Website).  These Terms will apply to your use of the Website as well as to any Services you use, in addition to any supplemental terms and conditions you may be required to agree to, in order to access those particular Services.  The Terms constitute a binding agreement between you, as the user of the Website and any Services and each member of the BF Group (as defined below).  Your use of the Website and/or any Services will confirm your acceptance of these Terms.  Please note that changes may be made to the Terms from time to time to reflect changes to the Services offered, changes to applicable laws or regulations or other changes that any member of the BF Group considers desirable.  Any such changes will be published on the Website.

  1. DEFINITIONS

In these Terms, capitalised terms have the following meanings:

Account

means your user account on the BF Platform, including your User Data and Account Balance.

Account Balance

means, at the applicable time, the balance of funds credited to your Account and held by or on behalf of the BF Group in one or more client accounts.

Affiliate

means, in relation to any person, any other person that directly or indirectly controls, is controlled by or is under common control with that person.

BF Global

means BF Global, a Cayman Islands exempted company with registered number 344615.

BF Group

means BF Global, the Platform Operator, the Platform Company, BTF Admin, BTF HK and any of their Affiliates from time to time.

BF Platform

means the online investment platform comprised of the Website and the Services.

BF Token

The membership and rewards crypto tokens issued by the Platform Operator, as more fully described in the white paper at http://bf-token.bnktothefuture.com/pdf/whitepaper.pdf.

BF Wallet

means the digital wallet application owned and operated by BF Global.

BTF Admin

means BNK To The Future Admin Limited, an English company with registered number 07903799.

BTF HK

means BNK To The Future (HK) Limited, a Hong Kong company with registered number 2205217.

Broker Member

means a Member that is authorised to act as a broker dealer for Investor Members to facilitate their investments on the BF Platform, generally to satisfy legal and/or regulatory restrictions in an Investor Member's home jurisdiction.

Control

means the power or authority, whether exercised or not, to direct the business or management of a person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Digital Wallet

means a digital profile representing a balance of Funds held, that allows the user to hold and transfer such Funds in an electronic format.

Electronic Transactions Law

means the Electronic Transactions Law (as revised) of the Cayman Islands.

Escrow Account

means one or more bank accounts and/or Digital Wallets (as applicable) operated by the Platform Operator and/or a third party service provider, in which Members' Funds are held separately from any assets of the BF Group.

Funding Member

means a Member that is authorised to submit a Pitch on the BF Platform.

Funds

means any fiat currency or any non-fiat electronic currency (including, without limitation, crypto-currencies such as Bitcoin and Ethereum).

HNW Person

means a high net worth person, as defined in the SIBL.

Investment

means an indirect investment in Portfolio Company Securities offered by a Funding Member through the BF Platform, represented by Platform Company Shares.

Investment Agreement

means a standard form investment agreement available on the BF Platform, between an Investor Member and the Platform Company, setting out the terms and conditions on which the Investor Member may make a specified Investment (pursuant to a Pitch or by acquisition from another member on the Secondary Market) and the Platform Company will hold the specified  Investment as its nominee.

Investor Member or Investment-Authorised Member

means a Member that has been authorised to make Investments through the BF Platform.

Mangopay

means Leetchi Corp SA and/or the Mangopay Payment Gateway.

Member

means any person that has established an Account, whether such person is a User, Investor Member, Premium Member, Broker Member, Funding Member or any other category of Member from time to time.

Non-Disclosure Agreement

means a standard form non-disclosure agreement available on the BF Platform, between an Investor Member and the Platform Operator, setting out certain confidentiality terms and conditions that will apply to the Investor Member in relation to a specific Pitch.

Payment Gateway

means any payment method made available to Members by the BF Platform from time to time, which may include, without limitation, credit and debit card payments, bank wire transfers, digital currency transfers and payments through third party service providers such as Mangopay, Currency Cloud or PayPal.

Payment Information

means any payment data required by the BF Platform and/or any third party Payment Gateway provider to process a Member's payment through that Payment Gateway.

Pitch

means the submission of and investment opportunity in Portfolio Company Securities submitted to the BF Platform by a Funding Member.

Pitch Agreement

means a standard form pitch agreement available on the BF Platform, between an Funding Member and the Platform Operator, setting out the terms and conditions on which the Funding Member may submit a Pitch on the BF Platform.

Platform Company

means BNK to the Future Capital SPC, a Cayman Islands exempted segregated portfolio company with registered number 298427 and/or any of its segregated portfolios from time to time, as applicable.

Platform Company Shares

means shares in any segregated portfolio of the Platform Company that are issued to Investor Members to represent their indirect investment, through that segregated portfolio, in Portfolio Company Securities of a single issuer.

Platform Operator

means BNK To The Future, a Cayman Islands exempted company with registered number 296093.

 Portfolio Company Securities

means any shares or other equity interests, debt securities, blockchain tokens or any other unitised representations of value that may be, or have been, invested in by Investor Members through the BF Platform.

Premium Member

means any Investor Member that, at the applicable time, holds sufficient BF Tokens in its Account to qualify for Premium Services.

Premium Services

means access to certain Services, including, without limitation, access to certain Investments, discounts and rewards, that are only made available to Premium Members from time to time.

Secondary Market

means a facility made available to Investor Members on the BF Platform to facilitate the transfer of existing Investments between Investor Members.

Services

means any products or services offered by, or obtainable from, any member of the BF Group through the Website or which are otherwise made available to Members by any member of the BF Group.

SIBL

means the Securities Investment Business Law (as revised) of the Cayman Islands.

Sophisticated Person

means a sophisticated person, as defined in the SIBL.

Terms

means these Terms and Conditions of Use of the BNK To The Future Investment Platform.

User

means a non-Member that accesses the Website and/or a Member that has not been authorised as an Investor Member, Broker Member or Funding Member.

User Generated Content

means any content, in any format, created and/or uploaded to the Website by a User.

Website

means the website at www.BnkToTheFuture.com and any sub-domains thereof (unless expressly excluded by their own terms and conditions).

You

means any person accessing or using the Website and or any Services and Your should be interpreted accordingly.

  1. INTERPRETATION

Unless the context otherwise requires in these Terms:

  1. the singular includes the plural and the masculine includes the feminine and neuter genders and vice versa;

  2. references to a person include natural persons, companies, partnerships, firms, joint ventures, associations or other bodies of persons (whether or not incorporated);

  3. writing and written includes any method of representing or reproducing words in a visible form, including in the form of an Electronic Record;

  4. a reference to shall shall be construed as imperative and a reference to may shall be construed as permissive;

  5. the term and/or is used to mean both and as well as or. The use of and/or in certain contexts in no respects qualifies or modifies the use of the terms and or or in others. Or shall not be interpreted to be exclusive, and and shall not be interpreted to require the conjunctive, in each case unless the context requires otherwise;

  6. any phrase introduced by the terms including, includes, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

  7. headings are inserted for reference only and shall not affect construction;

  8. references to any statute or statutory provision include that statute or provision as it may have been, or may from time to time be, amended, modified, re-enacted, or replaced and include references to all by-laws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom;

  9. sections 8 and 19(3) of the Electronic Transactions Law are hereby excluded; and

  10. any reference to these Terms or to any other terms and conditions, agreement or instrument is a reference to these terms or, as the case may be, the relevant terms and conditions, agreement or instrument as may be amended, restated, supplemented, replaced or otherwise modified from time to time.

  1. BF PLATFORM INTELLECTUAL PROPERTY

  1. The company name and stylised logo of Bnk To The Future®, BnkToTheFuture.com®, Bank To The Future®, BankToTheFuture.com® and BF® are registered trademarks owned by the Platform Operator.  All rights to use these registered trademarks are reserved to members of the BF Group.

  2. The Platform Operator owns the copyright in all content displayed on or provided through the Website, other than third party images and descriptions licensed for use on the Website and any User Generated Content.  No Website content may be copied, reproduced or revised without the prior consent of the Platform Operator.  Copies of Website content may be saved and/or printed for personal use only.

  3. Any User that uploads any User Generated Content to the Website represents that it has the legal right to do so without infringing the intellectual property rights of any other person, and grants BF Group a royalty-free, unlimited duration, irrevocable licence to display and distribute such User Generated Content on the Website and to make use of the content in any manner the BF Group considers appropriate, in its absolute discretion.

  4. Members of the BF Group own and assert their intellectual property rights in the software, processes and Website content and Services that constitutes the BF Platform, except to the extent any such intellectual property rights are licensed from third party providers.

  1. USE OF THE WEBSITE

  1. There is no age restriction for browsing the Website, but a natural person must be aged 18 or over to become a Member. Each User is responsible for checking any additional age restrictions that apply to them in their own jurisdiction.

  2. You shall not, and you shall ensure that no person using your Account shall submit any content to or otherwise use the Website or make use of any content or Services displayed on or provided through the Website in any manner that would infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any other person or entity, or violate any law, regulation, court order or contract.

  3. You shall not, and you shall ensure that no person using your Account shall submit any content to the Website that:

  1. you know is false, misleading, non-factual, lacking of official proof and evidence or inaccurate;

  2. is unlawful, threatening, abusive, harassing, racist, prejudice, defamatory, libellous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;

  3. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;

  4. contains software viruses or any other computer codes, files, or programmes that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or

  5. impersonates any person or entity, including any employee or representative of the BF Group.

  1. You may only use the content or Services displayed on or provided through the Website for your own personal, non-commercial purposes, unless you are a Funding Member (in which case you may submit Pitches in accordance with these Terms and a Pitch Agreement) or a Broker Member (in which case you may act as a broker for Investor Members in accordance with these Terms).

  2. You shall not take any action that imposes or may impose (as determined by the Platform Operator in its sole discretion) an unreasonable or disproportionately large load on the BF Platform's infrastructure; interfere or attempt to interfere with the proper working of the Website or any Services; bypass any measures used to prevent or restrict access to any part of the Website or any Services (or other accounts, computer systems, or networks connected to the Website); attempt to or actually override any security component included in or underlying the Website; run mail list, list serv, or any form of auto-responder or "spam" on the Service; use manual or automated software, devices, or other processes to access, "scrape", "crawl" or "spider" any page of the Website or any Services provided on or through the Website; or perform any activities through the Website that are not expressly permitted by the Platform Operator and/or these Terms.

  3. You shall not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or any Services, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate, or otherwise create derivative works of any part of the Website or any Services; or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

  4. You shall not engage in "framing", "mirroring" or otherwise simulating the Website; and you shall not use any manual or automatic mechanism for monitoring any activity conducted on or through the Website for any purpose, unless expressly permitted by the Platform Operator and/or these Terms.

  5. The Platform Operator does not guarantee the availability of the Website or any Services or that any User Generated Content will be made available on the Website.  The Platform Operator reserves the right, at any time, for any reason, and without notice to: (i) cancel, reject, interrupt, remove, or suspend any Pitch; (ii) remove, edit, or modify any content, including, but not limited to, any User Generated Content; and/or (iii) remove or block any User Generated Content.

  6. The BF Group is not responsible for, does not endorse and makes no representation whatsoever as to the truth, accuracy, correctness or otherwise of any User Generated Content.

  7. The inclusion of a link to another website on the Website does not imply any endorsement or control of such website. Unless expressly stated, no websites linked to the Website are under the control of the BF Group.  Accordingly, the BF Group assumes no responsibility for the content of any such websites and disclaims liability for any and all forms of loss or damage arising out of the use of them.

  8. While the Platform Operator takes reasonable steps to ensure that the Services correspond with their descriptions on the Website, it takes no responsibility for any variation between such descriptions and the actual Services provided.

  1. NO INVESTMENT ADVICE

The Platform Operator is registered with the Cayman Islands Monetary Authority as an arranger of deals in securities (as defined in SIBL).  The BF Platform operated by the Platform Operator is designed to bring together businesses seeking investment finance with investors looking to invest in such businesses.  Investor Members are required to make their own assessment of any investment opportunity presented to them on the BF Platform.  Neither the Platform Operator nor any other member of the BF Group should be regarded as advising on the suitability of any investment opportunity presented on the BF Platform and, in particular, the presentation of an investment opportunity on the BF Platform should not be regarded as an implied recommendation of such opportunity by any member of the BF Group to Investor Members or any other person.

  1. INVESTMENT RISK WARNING

Investments through the BF Platform are speculative and not intended for unsophisticated or retail investors.  You should not make any Investment through the BF Platform if you are not able to bear the loss of your entire Investment.    

  1. USE OF COMMUNICATION FACILITIES

  1. When submitting any content or making any other communication through the BF Platform or any communications system provided on the BF Platform you must:

  1. not use obscene, offensive, racist, sexist,  antisocial and vulgar language;

  2. not behave in a manner that may cause offense to other Users, or behave in an antisocial way such as - online "trolling" or harassing;

  3. refrain from abusive, offensive or threatening behaviour towards other Users;

  4. not submit any content that is unlawful or otherwise objectionable. This includes but is not limited to content that is abusive, offensive, threatening, harassing, prejudice, defamatory, attack on religious beliefs, ageist, sexist, or racist;

  5. not submit any content that is intended to promote or incite hate and/or violence;

  6. not submit any content, express opinions, ideas or beliefs without hard official proof of evidence or without legal validation that may discredit, mislead, or cause loss and harm in any way including, but not limited to, financial or personal loss and harm to any person's reputation;

  7. make all submissions or enquiries in the English language;

  8. only identify yourself by means which do not violate these Terms or any applicable law or regulation;

  9. not impersonate other people, particularly employees and representatives of the BF Group;

  10. not use the BF Platform for unauthorised mass-communication such as “spam” or “junk mail”; and

  11. not refer to, intervene in, interfere with or intercept information relating to any ongoing investigation, litigation or dispute carried out by or involving the BF Group. Any dispute and/or litigation shall be strictly between the BF Group and the individual User and shall be kept strictly private and confidential. Any User that breaches this obligation will be liable for any direct or indirect loss or damage to any member of the BF Group,  whether financial, reputational or otherwise, together with any costs of recovery from such User.

  1. You acknowledge that the Platform Operator reserves the right to record, monitor and retain copies of any and all communications made through the BF Platform.

  2. You agree that the Platform Operator may communicate with you through your Account or through other means including but not limited to email, mobile devices, smartphone devices and other digital electronic devices, telephone, or delivery services such as courier services and postal services; and that the Platform Operator may contact you to discuss your Account, the BF Platform or any Services. Please review the settings on your Account to control what kind of messages you receive from the BF Platform. You acknowledge and agree that the BF Group accepts no liability associated with or arising from your failure to maintain accurate contact details or other information on your Account, including, but not limited to, your failure to receive critical information about any Services.

  3. The BF Platform offers various forums such as "Questions and Answers" and "Network Updates", where you can post your observations and comments on designated topics and Pitches. The BF Platform also enables sharing of information by allowing users to post updates, including links to news articles and other information such as other pitches, due diligence, product recommendations, and other content to their profile and other parts of the Website, such as "Company Pages".

  4. Any questions, feedback, suggestions, comments, inquiry and or requests you post on the "Questions & Answers" section of the Website in relation to any Pitch, must not contain any false or unfounded accusation and must not intend to cause harm, damage or loss to the Funding Member that has submitted the Pitch. In the case of criticism, you may provide constructive criticism only without use of vulgar or abusive language, you will avoid criticism that may cause the Funding Member embarrassment, loss, damage or harm, or negatively affect the reputation of its Pitch, unless the criticism is justified and backed by hard or digital evidence to be legally truthful and accurate. Any information, comment and opinion you wish to express or disclose publicly in relation to a Pitch must be backed verifiable evidence or information. Any information disclosed must be factually accurate and truthful, and must not constitute defamation or a disclosure of private and confidential information.

  5. Funding Members that submit a Pitch can create "Company Pages" for free, however, the Platform Operator may close or transfer any "Company Pages", or remove any content, including any Pitch, from the Website at any time without prior notification if the content violates any of these Terms, any third party's intellectual property rights or any other law, regulation, court order or contract.

  6. Please note that ideas you post, due diligence and information you share may be seen and used by other Users, and the BF Group cannot guarantee that other Users will not use the ideas, due diligence and information that you disclose and share on the BF Platform. Therefore, if you have an idea or information that you would like to keep confidential and or don’t want others to use, or may be subject to infringement of third party rights due to you sharing it, do not post it anywhere on the Website. The BF Group is not responsible for any User’s misuse or misappropriation of any content or information you post on any part of the Website.

  7. You are solely responsible for your interactions with other Users. Without any prior notification to you, the Platform Operator may in certain circumstances, prohibit, block or restrict your use of the Website or any Services and/or your communications with other Users through the BF Platform. The Platform Operator reserves the right, but has no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your Account at any time for any or no reason.

  8. You agree that any translation of these Terms or any other documentation relating to the BF Platform, provided to you by the Platform Operator, is for your convenience only and that the English language versions of these Terms and any such other documentation shall prevail in the event of any inconsistency.

  9. You acknowledge and agree that any communications and information you submit to the BF Platform or through any communication system provided on the BF Platform, such as posting comments and opinions on any Website forum, may be removed or modified in any way by the Platform Operator, without any prior notification, for any reason and without having to provide a reason to you, and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of your communications and information must be communicated to us in advance, yet we reserve the right to reject such terms and associated information.

  10. You acknowledge and agree that any ideas, suggestions, documents, or proposals you submit to the BF Platform through its comment, suggestion or feedback webpages, do not constitute your confidential or proprietary information; and that the BF Group is under no obligation of confidentiality, express or implied, with respect to any such submission, shall be entitled to use or disclose any such submission for any purpose, in any way, in any media worldwide. You irrevocably assign to the BF Group all rights in and to any intellectual property contained in any such submission, and acknowledge that you are not entitled to any compensation or reimbursement of any kind from the BF Group in respect thereof.

  1. MEMBERSHIP

  1. All Users must first open an Account on the BF Platform to become a Member.  Membership gives a User access to certain Services, but a Member cannot make Investments on the BF Platform until it becomes an Investor Member.

  2. To become an Investor Member, a Member must also complete the BF Platform's customer due diligence (CDD) process, which is required for the BF Group to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions (collectively AML) laws, rules and regulations.  The CDD process for Investor Members involves the Member providing such verification of its identity and source of funds/wealth as the Platform Operator may require, and an Investor Member will be required to update and/or supplement any such CDD periodically, at such intervals as the Platform Operator considers necessary or reasonable to comply with the BF Group's AML obligations.  An Investor Member must also verify that it is a HNW Person or a Sophisticated Person, and, if applicable, that it falls within a specific category of professional investor within its jurisdiction.  The specific verification requirements from time to time will be displayed in the verification section of your Account.  In the Platform Operator's discretion, a Member may be granted Investor Member access to the BF Platform prior to completing the CDD process, but that process must be completed prior to the Investor Member making its first Investment.  It is each Investor Member's responsibility to update its CDD information provided to the Platform Operator if any of the details contained therein become out of date.

  3. To become a Premium Member, an Investor Member must hold the minimum amount of BF Tokens specified on the Website from time to time to unlock Premium Services.

  4. Broker Members are admitted to the BF Platform by separate agreement with the Platform Operator.  They are authorised to act as brokers on behalf of Investor Members in certain jurisdictions where local securities regulations prevent those Investor Members making Investments on their own behalf.  Where a Member is resident in an applicable jurisdiction it will be directed to open an account with the relevant Broker Member at the time it applies to become an Investor Member.  An Investor Member that invests through a Broker Member will access Services through the Website as if it were investing directly, but technically any Investment will be made by the Broker Member on its behalf (and the terms and conditions applicable to its account with the Broker Member will apply to any such Investment in addition to these Terms and any other applicable BF Platform terms and conditions).

  5. To become a Funding Member and submit a Pitch on the BF Platform, a User must open an Account, submit certain information relating to the Pitch, and complete the BF Platform's CDD process.  The CDD process for Funding Members and their proposed Pitches, includes verifying the identity of the individual Funding Member and due diligence on the entity offering Portfolio Company Securities.  Successful applicants must also enter into a separate Pitch Agreement with the Platform Operator.

  6. In certain circumstances, the Platform Operator (or third party service providers acting on its behalf) will accept self-certifications from Members in relation to their investor status for regulatory purposes, in lieu of full third party certification of such status that may be required by the laws and regulations applicable to other Members.  Where self-certification is accepted, the Member submitting the self-certification will be deemed to represent and warrant to each member of the BF Group that all information contained in the self-certification is true, accurate and correct and that no information is omitted that would result in such information being misleading in any way.

  7. You acknowledge and consent to your use of third party service providers for purposes of screening Members for purposes of legal and regulatory compliance, including, but not limited to, compliance with applicable international and/or national sanctions, and AML compliance.

  8. No person who is a direct or indirect competitor of the BF Platform (or any Affiliate of such person) may be a Member and any use of the Website to obtain information or content for any competitive purpose will be a breach of these Terms.

  1. PITCHES AND INVESTMENTS

  1. All Members can access general but limited investment information on the BF Platform, but only Investor Members are able to access the full investment section, including the "Pitch Summary" page of the Website and make Investments.  Clicking on any Pitch Summary will reveal additional information about the Pitch on its "Pitch Detail" page of the Website.  The Pitch will include responses to questions posed by the BF Platform as well as  files such as business plans, financial forecasts, slide decks, articles of association, video pitch and any shareholder agreements submitted by the relevant Funding Member. The Pitch will also include information on how much finance the business is seeking, what percentage of its equity it is offering (where applicable) and how long the Pitch will stay active (meaning for how long Investments will be accepted). The detailed Pitch is the information upon which Investor Members make an investment decision with respect to a proposed Investment.

  2. The Platform Operator has reviewed every Pitch published on the Website and taken reasonable steps to check that the information in the Pitch is fair, clear and not misleading. While the Platform Operator takes reasonable care in its review of any evidence provided for factual statements made in any Pitch, it does not audit or endorse it and will not be liable for any failure to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made in any Pitch (except where such failure is the result of its gross negligence).  As a result, each Investor Member will be solely responsible for performing its own due diligence on any Pitch, which can be facilitated by joining the "Pitch Investor Zone" on the Website.  You should further note that the Platform Operator's approval of a Pitch for publication on the Website, does not constitute its endorsement of any aspirational statements, or statements of opinions or belief made in the Pitch by the entrepreneurs who have submitted it.

  3. The Platform Operator does not provide investment advice.  Its approval of a Pitch for publication on the Website does not imply any recommendation by the Platform Operator of the proposed Investment contained in the Pitch. The BF Group will not be liable for any investment losses incurred by an Investor Member that makes an Investment based on the information contained in a Pitch.  Investor Members should recognise that all Investments made on the BF Platform are speculative and no Investor Member should make an Investment unless it is prepared to bear the loss of the entire amount invested.

  4. Pitches are made available on the BF Platform for the sole purpose of Investor Members evaluating the Investments proposed therein.  Any confidential information contained in a Pitch must be kept confidential and not used for any other purpose, in accordance with the terms of the Non-Disclosure Agreement Investor Members must agree to prior to viewing any Pitch.

  5. An Investor Member must enter into an Investment Agreement and provide its Payment Information at the time it pledges Funds to an Investment pursuant to a Pitch or deposits Funds into its Account for Secondary Market purchases.  Payments may be made via any Payment Gateway and will be held in an Escrow Account.  Where Funds are submitted for Investment pursuant to a Pitch, they will be held in an Escrow Account for the duration of the applicable funding period and then returned (if the funding goal is not reached) or released to the Platform Company to make the Investment in accordance with the terms of the Investment Agreement.  Where Funds are deposited for the purpose of Secondary Market purchases, they will be held in an Escrow Account until applied to a purchase or a withdrawal is requested.

  6. Funding Members cannot cancel their Pitch while it is live on the BF Platform, but the Pitch can be cancelled at the end of its funding period.  If a Pitch is cancelled, all Investor Members that have pledge Funds will have those Funds returned.

  7. Upon an Investment being funded through the BF Platform, the Funding Member responsible for the applicable Pitch shall be responsible for ensuring that the investment interests offered pursuant to the Pitch are issued to the Platform Company, as nominee for the investing Investor Members.  No member of the BF Group shall be responsible for any losses resulting from a Funding Member's failure to do so, in the absence of any fraud, wilful misconduct or gross negligence on the part of such BF Group member.

  8. The BF Group accepts no responsibility for any failure by an Investor Member to successfully make a specific Investment as a result of any incorrect or incomplete Payment Information submitted by the Investor Member or any non-receipt of pledged Funds into an Escrow Account during the applicable funding period (for example, where Funds are sent by bank wire transfer and do not arrive in time).  Any Funds pledge pursuant to a Pitch that arrive in an Escrow Account after the end of the applicable funding period will be returned.  No interest will be payable on any amounts held in an Escrow Account and any interest that accrues will be retained for the benefit of the Platform Operator.

  9. Any transaction fees payable to a third party provider of a Payment Gateway when Funds are paid into an Escrow Account, returned or withdrawn from an Escrow Account will be payable in addition to the amount of any pledged Investment or deducted from any amount returned or withdrawn, as applicable.  

  10. The Platform Operator may charge withdrawal fees on any withdrawal by an Investor Member from its Account at the rate published on the Website from time to time.

  11. A Funding Member that submits a Pitch shall be entitled to reject a proposed Investment by any Investor Member, for any reason or no reason.  If a Funding Member rejects an Investor Member's proposed Investment, any pledged Funds submitted by the Investor Member to an Escrow Account in respect of the proposed Investment shall be returned.

  12. Any Funds that are to be returned to an Investor Member from an Escrow Account may, at the Investor Member's request be retained in an Escrow Account.  Any Funds so retained will be subject to any applicable withdrawal charge, if later withdrawn.

  13. Any Funds paid into an Escrow Account by an Investor Member by bank wire transfer and subsequently returned or withdrawn, will be repaid to the same bank account from which they were originally sent.

  14. Funding Members should not take any action in anticipation of an Investment being funded through the BF Platform prior to receiving subscription Funds from the Platform Company for the investment interests offered pursuant to the applicable Pitch.  No member of the BF Group will be liable to a Funding Member for any losses incurred by a Funding Member in anticipation of funding from a Pitch that does not result in an Investment though the BF Platform.

  1. SERVICES

  1. Where applicable, a Service will only be provided once full payment for the Service has been cleared and received, except as otherwise stated in its specific terms and conditions.

  2. All Services are provided pursuant to these Terms and the specific terms and conditions pertaining to the Service.

  3. The Platform Operator makes no representations with respect to any Service, but will exercise reasonable skill and care in the provision of any Service.

  4. If a Service is provided that does not match the Service you have paid for (subject to any reasonable alterations or modifications to such Service that the Platform Operator may implement from time to time), you should contact the Platform Operator within 7 days of purchase.  If the Platform Operator does not provide you with the Service you requested within 30 days of such notification, you will be entitled to a refund of the amount paid.

  1. LIMITATION OF LIABILITY

  1. To the maximum extent permitted by law, the BF Group accepts no liability for any direct or indirect loss or damage, infringements of third party intellectual property rights and/or other rights, foreseeable or otherwise, including but not limited to any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein by any person. Users should be aware that they use the Website and its content at their own risk. You agree indemnify and hold harmless each member of the BF Group against all damages, losses, costs and fees, including, but not limited to, reasonable legal fees and costs related to all third party claims, charges, and investigations, caused by your failure to comply with these Terms, including, without limitation, your submission of any content that violates third party rights or applicable laws or regulations, and any other activity in which you engage on or through the BF Platform.

  2. No member of the BF Group shall be liable for any damages (including any special, incidental, indirect, punitive or consequential damages) or loss of use, profit, revenue or data to you or any third person arising from your use of any Services, or any platform applications, content or other materials accessed through or downloaded from the BF Platform. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply to any claim, whether in equity, contract, tort, statute or otherwise; but may be varied in respect of specific Premium Services that are expressly made subject to a different limitation of liability in their applicable terms and conditions.

  3. No member of the BF Group provides business, legal, financial, tax or other advice with respect to any Investment made through the BF Platform or any other Services provided on or through the Website.  All training provided on or through the Website is for your information, reference, support and guidance only (even when such training contains guidance on legal, tax or other similar issues), and should not be regarded as constituting advice, other than technical advice on your use of the Website. You will be solely responsible for any investment decision you make in relation to an Investment through the BF Platform and accordingly, if you require advice, you should seek advice from appropriately qualified professional advisors.

  4. No member of the BF Group shall be liable for any loss you incur as a result of another person gaining access to your Account with or without your consent, unless such access results from the fraud or wilful misconduct of the BF Group or any of its representatives.

  5. Where any limitation of liability in these Terms exceeds the legally permitted limitations in any applicable jurisdiction, the foregoing limitations shall be deemed amended as necessary so that they only operate to limit the liability of the BF Group to the maximum extent permitted by the laws of such jurisdiction.

  1. CRYPTOCURRENCIES AND CRYPTOGRAPHIC TOKENS

  1. Cryptocurrency is a medium of exchange like traditional fiat currencies, using cryptography to secure the transactions and to control the creation of new units. Cryptocurrency is electricity converted into lines of code with monetary value. In the simplest form Cryptocurrency is digital currency. Bitcoin became the first decentralized cryptocurrency in 2009, and since then numerous cryptocurrencies have been created.

  2. The Platform Operator does not guarantee the value of any cryptocurrency. The value of a cryptocurrency can rapidly increase or decrease at any time. You acknowledge that the price or value of a cryptocurrency may fluctuate and that the conversion rate for converting local fiat currency into cryptocurrency (Conversion Rate) may not be the same Conversion Rate that applies when converting cryptocurrency into local fiat currency. You will always be shown the applicable Conversion Rate for a transaction on the BF Platform prior to consummating the transaction.

  3. You agree to deliver cryptocurrency with a present value equal to your funding commitment, where you have agreed to pay in cryptocurrency, regardless of changes in the Conversion Rate between the time of the commitment and the time of funding. The Services do not involve any extension of credit to you, and no credit is extended to you in connection with your use of the Services. In the event you are entitled to a refund, you will be refunded the same amount of cryptocurrency originally paid, except on pitches where funds are hedged to another currency as may happen in which case the refund will occur in the hedged currency, and the Platform Operator shall have no liability for any losses resulting from a change in the Conversion Rate since that time.  No member of the BF Group is responsible for any losses due to any failure or delay in processing any cryptocurrency payment.

  4. A virtual currency network is a network of computers operated by individuals or entities known as miners, who voluntarily participate in the process of confirming transaction on the network.  These computers (known as "mining rigs") compile a list or block of pending transactions, verify that each transaction in the block is valid and does not involve an attempt to double-spend coins, and attempt to complete a mathematical algorithm that determines whether the block may be added to the public ledger of confirmed blocks, called the blockchain.  Typically, miners receive: (i) an amount of virtual currency as a reward for any confirmed transaction, generated automatically via the virtual currency mining protocol; and (ii) any fees voluntarily included within the block by the individuals who initiated the proposed transaction (miners fees).  Since miners verify virtual currency transactions on a voluntary basis, it is customary to include a miners fee to provide an incentive to the miners to add a proposed transaction to the next block for confirmation via the virtual currency network.  Any miners fees incurred in connection with contributions to or returns or withdrawals from an Investor Member's Account, will be borne by the Investor Member.

  1. CARD PAYMENTS AND BANK TRANSFERS

  1. The Platform Operator and BTF Admin (which manages the processing of Pitch pledges by Investor Members) work with Mangopay to provide you with online payment services.  All card payments and bank transfers by Investor Member are facilitated by Mangopay.  You hereby acknowledge and agree with Mangopay, that the terms and conditions of use set out in the Schedule to these Terms, headed "Mangopay Terms and Conditions of Use", will apply to your use of Mangopay through the BF Platform.

  2. You agree to the sharing of your personal data between the Platform Operator, BTF Admin and Mangopay in connection with your use of the Mangopay Payment Gateway and your use of any Services.  If you are resident in the European Union, you hereby agree to any of your personal data held by BTF Admin being sent outside the European Union for the aforementioned purposes.  BTF Admin is registered with the UK Information Commissioner.  Further information on the BF Group's use of your personal data is set out in our Privacy Policy, published on the Website.

  1. DATA PROTECTION PROCEDURES

  1. All employees, contractors, agents, consultants, partners or other parties working on behalf of the BF Group are required to comply with the procedures set out in our Data Protection Procedures Policy, which is published on the Website.

  2. The BF Group (and third parties acting on its behalf) will use your information for the legitimate purposes of:

  1. understanding and meeting your needs and preferences in using the Services;

  2. developing new Services and enhance existing Services;

  3. manage and develop its business and operations;

  4. carrying out any purposes for which you have given your consent; and

  5. meeting legal and regulatory requirements.

  1. The BF Group also reserves the right to use aggregated personal data to understand how Users use the Services, provided that no individual can be identified from such data.

  2. The BF Group uses Google Analytics, which is a web analytics tool to help understand how Users engage with the Website.  Like many services, Google Analytics uses first-party cookies to track user interactions, as with the BF Platform, where they are used to track information about how Users use the BF Wallet.  This information is used to compile reports and help the Platform Operator improve the Website.  The reports disclose BF Wallet trends without identifying individual visitors.  You can opt out of Google Analytics without it affecting your use of the Website.  For more information on opting out of being tracked by Google Analytics across all websites you use, visit https://tools.google.com/dlpage/gaoptout.

  3. The BF Group also use Firebase and Crashlytics, a tool that assists in the collection of anonymous data.

  4. The BF Group will process your personal data legally and fairly and not use it outside the purposes stated in these Terms or on the Website.  The BF Group will use its reasonable endeavours to ensure that all your personal data it holds is accurate and up to date.

  1. TAXES

You are reminded that it is your responsibility, and not the responsibility of any BF Group member, to pay any taxes due and make any required tax filings in any jurisdiction where you are tax resident, in respect of any Investment income or gains.  It is also your responsibility, and not the responsibility of any BF Group member, to reclaim any tax withheld in respect of any Investment income or gains, where you are entitled to do so, and to claim any other type of tax relief to which you may be entitled in respect of any Investment income or gains.

  1. TERMINATION

  1. Your Account may be terminated by the Platform Operator at any time, in which case: (i) any balance of your Account, including any amount held in an Escrow Account, will be returned to you without any deduction of withdrawal fees, but after deduction of any other amounts owed by you to any member of the BF Group; and (ii) any underlying securities held by the Platform Company in respect of your Investments will be distributed to you in accordance with the applicable Investment Agreement(s) and, to the extent any such distribution is not possible, will continue to be held by the Platform Company on the terms of the applicable Investment Agreement(s) and these Terms.

  2. You may terminate your account at any time, in which case: (i) any balance of your Account, including any amount held in an Escrow Account, will be returned to you after deduction of withdrawal fees and any other amounts owed by you to any member of the BF Group; and (ii) any underlying securities held by the Platform Company in respect of your Investments will, to the extent possible, be distributed to you in accordance with the applicable Investment Agreement(s) and, to the extent any such distribution is not possible, will continue to be held by the Platform Company on the terms of the applicable Investment Agreement(s) and these Terms.

  1. NO WAIVER

No failure to exercise any right or remedy that a person may have under these Terms shall operate as a waiver of that right or remedy.

  1. ENTIRE AGREEMENT

These Terms, together with any supplemental terms and conditions you are required to agree to access specific Services on the Website, constitute the entire agreement between you and each member of the BF Group in connection with your use of the Website, the BF Platform and any Services accessed on or through the Website or the BF Platform.

  1. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the Cayman Islands and you agree to submit to the exclusive jurisdiction of the Cayman Islands courts in respect of any dispute relating to or arising out of the matters governed by these Terms.


SCHEDULE

MANGOPAY TERMS AND CONDITIONS OF USE

Entered into between:

(1)        The client, natural capable adult who uses the electronic money issued by Leetchi Corp SA , through MANGOPAY, hereinafter referred to as “You” or the “User”, on the one hand; and                

(2)        Leetchi Corp. S.A., société anonyme incorporated under Luxembourg law, with a share capital of 500.000 Euros, having its registered office at 14, rue d’Aldringen, L-1118 Luxembourg and registered in the Luxembourg Trade and Companies Register under number B173459, hereinafter referred to as “Leetchi” or the “Issuer”, on the other hand,

Hereafter collectively called “Parties”

Please carefully read the General Terms and Conditions of the MANGOPAY service of the Use of Electronic Money. If you wish to become a User, you must read these General Terms and Conditions of Use and accept them within the context of the registration process. Otherwise, you undertake to leave this website.

1.        Definitions

For the purposes hereof, the words hereafter are defined as follows:

API: « Application Programming Interface » means the programming interface made available by the Issuer to the Partner for the proper functioning of the Site.

Bank: Crédit Mutuel Arkéa,ING Luxembourg or any credit institution that has been authorized in a member state of the European Economic Area, which the issuer could replace in the future.

Beneficiary: Person who receives the Electronic Money through a Payment Transaction. It being noted that the Beneficiary can be an online vendor who is a User’s partner accepting the Electronic Money as a means of payment, or a non-profit seeking body, or a natural person or a legal entity.

Credit Card: Debit or credit card, valid within the European Economic Area and not expired, subject to their authorisation by the Issuer (Visa, MasterCard, CB) used in order to pay a Participation.

General Conditions of Use: means this document.

General Conditions of the Website: means the general conditions of use of the Website concluded between the User and the Distributor governing in particular the access to the Website, the conclusion of Transactions generating an Account opening request at the name of the user for the needs of Payment Transactions and the purchase of Electronic Money.

Special Conditions: means the information:

                                        

to be filled-in by the User for his or her registration with the Site which includes the information necessary to the entering into of this document and regarding, in particular, his or her last name, first name, date of birth, valid email address and password. Such information is provided to the Issuer for the purpose of the account opening.

Account: means the Electronic Money account opened by the Issuer in its books in the name of the User on demand of the Distributor.

Contract: means these General Conditions of Use together with the General Conditions of Sale and the associated Special Conditions.

Distributor(s): means a legal entity owning a Site that wishes to offer to its users the possibility of opening an Account, purchase Electronic Money issued by the Issuer through the Site and to use the Electronic Money in order to make a Payment Transaction to a Beneficiary. Such entity is mandated, for this purpose, by the Issuer to distribute the Electronic Money to the Users of its Site.

Issuer: means Leetchi Corp, issuer of the Electronic Money.

Login: means the data necessary to the identification of a User by the Issuer which includes a User name (valid email address) and a password.

Business day: means a calendar day excepting Saturdays, Sundays, and public holidays in mainland Luxembourg.

MANGOPAY: the API (“Application Programming Interface” or “programming interface”) provided by Leetchi to the Partner to ensure the Website’s proper functioning.

Electronic Money: means the monetary value stored under an electronic support on the Issuer’s server, and representing a receivable over the latter. The Electronic Monetary is issued by the Issuer in exchange for the User’s delivery of the corresponding funds.

Payment Transaction: means the payment of a Beneficiary made by transfer of Electronic Money from a User account to a Beneficiary account.

Withdrawal: means a wire transfer request by the Beneficiary to his/her bank account of the amount of the reimbursement receivable of Electronic Money over the Issuer reduced of potential fees within the limit of the applicable regulation.

Reimbursement: means a repayment by the Issuer of all or part of the Electronic Money held by the User. Website: means the web site [indicate the website name] created and managed by the Distributor, which integrates the MANGOPAY solution.

Transaction: means a transaction concluded by a User regarding the General Conditions of the Website and generating a Payment Transaction.

User : Any natural person acting on his or her own behalf and using the Electronic Money issued by the Issuer in order to execute payment Transactions.

Fees: mean the fees owed to the Issuer regarding the issuance and the management of Electronic Money as detailed hereof and within the limits of applicable law.

2.        Purpose

The purpose of these General Conditions of Use is to define the conditions on which the Issuer and the Distributor supply to the User the services of issuance , use and management of the Electronic Money issued by the Issuer in return for the payment of the fees defined in the General Conditions of Sale.

These General Conditions of Use, completed the Special Conditions constitute the whole Contract entered into between the Parties regarding issuance, use and management of the Electronic Money issued by the Issuer; they are incorporated by reference to the General Conditions of the Website binding the Distributor and the Issuer regarding the payment modalities

The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Contract shall prevail in case of litigation.

3.        User Registration

3.1 Necessary and previous conditions to the registration

In order to register, the User must be at least 18 years old and be legally capable throughout the duration of the Contract.

3.2 Registration procedure and creation of a User’s account

At his/her registration, the User shall provide, in particular, his/her last name, first name, email address and date of birth; citizenship; country of residence.

The User must indicate a login, which includes a User name (valid email address) and a password. He/she is solely responsible for maintaining the confidentiality of his/her Login. The User agrees not to use at any time the Accounts, name or User name owned by another User, neither to disclose his/her login to a third party. The User agrees to inform immediately the Issuer, in case he/she suspects a non-authorized use of his/her login at the following email address: [...] [Client service address]. He/she is solely responsible for any use of his/her login.

By accepting these General Conditions of use, you agree that the Distributor processes your registration to the dedicated service of the Issuer, whenever it deems necessary. The creation of your User Account formalises the creation of the contract. The Issuer and the Distributor may give no effect to an application for registration without motivation or right to compensation. The Issuer, through the Distributor, is allowed to request for further information and identification data to the User, and all supporting documents it may consider useful.

The User declares at the registration and throughout the duration of the Contract that:

- (a) that he/she is at least 18 years old;

- (b) that all information provided during the registration are true, accurate and up-to-date.

                                        

3.3 Limitations of the Electronic Money account’s use

As long as the User has not provided the documents required by the Issuer allowing the latter to verify his or her identity, the following limitations will be imposed on the individual User:

-  A total amount of 2.500 Euros maximum- Electronic Money owned by a User during one calendar year via the same Website, and

-  A total amount of 1.000 Euros maximum of reimbursement of Electronic Money during one calendar year via the same Website.

Upon receipt of the following documents subject to such documents be deemed satisfactory by the Issuer, the latter may release the limitations applying to the User:

-  The copy of an official and valid identity document : for French citizens a copy of the identity card (double-sided), and for the foreigners residing in France or abroad, the passport;

-  If the Beneficiary is not the beneficial owner of the funds, the identity of the beneficial owner with a copy of his or her identity card or his or her passport if he or she is a foreigner, and eventually;

-  Proof of residence that may be requested at the discretion of the Issuer.

Upon receipt of the following documents subject to such documents being deemed satisfactory by the Issuer, the latter may release the limitations applying to the legal entity User:

-   Statutes

-   A recent extract of the register of incorporation.

-   The headquarter address and the legal system governing the constitution and the functioning of the company.

-   Declaration form of all the beneficial owners owning more than 10% of the shared capital, signed by the managers, and the ID’s of individual beneficial owners.

-   ID of the manager or of the duly empowered individual to engage the company.

-   The bank details of the company.

Upon receipt of the following documents subject to such documents be deemed satisfactory by the Issuer, the may release the limitations applying to the organization User:

-    Statutes;

-   ID of the president of the organization; Receipt of statement creation.

-   Receipt of statement creation.

In addition, it is expressly provided that the Issuer retains the possibility to request the above documents to identify the Users and the beneficial owner of the Account in accordance with applicable regulations from the opening of the account.

4.        Functioning of the Account

4.1 Purchase of Electronic Money

The purchase of the Electronic Money may be made by debit or credit card in one or several times. The cash amount paid by the User is collected by the Issuer in exchange of the issuance of units of Electronic Money for a nominal value equivalent and stored on the Account net of issuance and management fees provided for in the General Conditions of Sale.

4.2 Reimbursement due to purchaser's cancellation of Electronic Money

The User who owns Electronic Money may request the repayment of all or part of the Electronic Money (a “Reimbursement”) at any time before any use to the benefit of a Beneficiary. To be valid, a reimbursement has to be requested to the following address: [...] [e-mail address of the client service].

The User must indicate the amount of the reimbursement requested which may be total or partial. The Issuer therefore adjusts the units of Electronic Money issued by him and owned by the User. The Issuer initiates a credit order of the Credit Card within 5 (five) business days following receipt of the request of the User.

4.3 Holding of Electronic Money

The Issuer holds the equivalent amount of Electronic Money on the Account up to:

-  the date of the Reimbursement, or

-  the date of completion of a Payment Transaction.

4.4 Use of the Electronic Money in order to realize a payment transaction

The amount of Payment Transactions is charged against the amount of the Electronic Money listed on the account. When the amount of the Electronic Money listed on the account is lower than the price of the Payment Transaction, the User may pay the additional price required by using one of the means of payment accepted by the Website on which the payment transaction is performed. Conversely, when there is a remaining balance of Electronic Money on the Account after the Payment Transaction, it may give rise, further to the decision of the User, to a new Payment Transaction.

The Issuer is not concerned the legal relation that exists between the User and the Beneficiary of the Payment Transaction. The Issuer shall not be held liable for mistakes, defaults or negligence of the User or the Beneficiary towards one another.

The Electronic Money is transferred after the execution of a Payment Transaction for the benefit of the Beneficiary.

4.5 Use of Electronic Money received for a Payment Transaction

The Beneficiary may, according to the circumstances and regarding the agreement and/or the General Conditions of Use, immediately use the received Electronic Money to do a new Payment Transaction or ask for a Withdrawal.

The Issuer shall then pay the Beneficiary the corresponding sum to a bank account opened in his/her name in the books of a bank having its registered office in the European Economic Area or in a country supported by the Distributor. For this purpose, the Beneficiary must communicate the IBAN number and the SWIFT code or any other information of his/her bank account with his/her address.

The Beneficiary who owns the Electronic Money is deemed to be the beneficial owner of the Reimbursement within the meaning of the regulation. Otherwise, the Beneficiary undertakes to communicate the email address, the date of birth, the nationality and the postal address of the person to whom the Beneficiary shall pay the funds issued of the Reimbursement. The Reimbursement and the corresponding use of funds are realized under the exclusive responsibility of the Beneficiary.

When the Beneficiary decides to proceed to a Reimbursement of Electronic Money, fees may be applicable in accordance with the General Conditions of the Website.

4.6 Transmission and execution of a Reimbursement order

When he/she wishes to execute a Reimbursement, the User of the Account proceeds to his/her identification on the Website by filling his/her user name (valid email address) and password. He/she completes the Reimbursement application form in the appropriate section and communicates, as the case may be, the appropriate supporting documents requested by the Issuer. The Reimbursement request becomes irrevocable when the User clicks on the validation tab of the form. The Issuer then sends a confirmation email to the User and then proceeds to the reimbursement transaction following the form.

5.        Login objection, challenge of a Payment Order and Reporting

5.1 Login objection

The User must inform the Distributor about the loss or the theft of his/her Login, in case of misuse or unauthorized use of his/her Login or data as soon as he/she becomes aware of this fact in order to block the access to such data. Such a declaration has to be realized.

-  by telephone call to the Customer Service of the Distributor at the following number [indicate the Customer Service number

Or

-  directly by email at the following email address: [indicate the Customer Service email].

The Issuer through the Distributor will immediately execute the objection request of the Login concerned. The event will be recorded and time stamped. A time stamped objection number will be provided to the User. A written confirmation of the objection request will be sent by the Distributor to the concerned User by email, fax or registered mail. The Issuer is in charge of the file on the administrative level and retains all the data during 18 (eighteen) months. Upon written request of the User and before the expiration of such a deadline, the Issuer will communicate a copy of this objection request.

Any objection request shall be confirmed without delay by the concerned User with a declaration signed by this latter, handed over or sent by registered mail, or email, to the Issuer at the post address hereby mentioned in the letterhead or at the following address [Client Service address].

The Issuer and the Distributor shall not be held liable for the consequences of an objection made by fax or email by a person who is not the User.

An objection request is deemed to be done at the date of the effective receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request a receipt or a copy of the complaint to the User who is committed to respond as soon as possible.

5.2 Challenge of a Transaction

For any claim concerning transactions executed hereunder by the Issuer, such as a Payment Transaction or any debit taken from or credit transaction made to the User’s Account, regarding especially a purchase of Electronic Money, a Withdrawal or a Reimbursement (hereafter a “Transaction”), the User may contact the Distributor’s Customer Service or write to any address indicated for that purpose in the General Conditions of the Website.

The User who wishes to challenge an unauthorized or poorly performed transaction must transfer his/her request to the Distributor as soon as possible and within 13 months from the date of transfer of Electronic Money (a “Challenge”).

The liability of the Issuer shall not be invoked in case of any fault of the User, wilful default or gross negligence to his/her obligations, late transfer of the challenge or in bad faith.

After the validation of the Challenge by the Issuer, the latter will be in charge of re-instating as a temporary credit of Electronic Money units the Electronic Money Account in the condition that it was in before the realisation of the disputed transaction.

5.3 Reporting

The Issuer will maintain in its books the account of Electronic Money within 13 (thirteen) months from the date of each Payment Transaction by Electronic Money in order to deal with any Challenge. The User may obtain online at any time on the Website a detailed statement of his/her Payment Transactions realized by Electronic Money.

After the execution of each Transaction, the User will receive by email from the Distributor the following information:

-  a) a reference to identify the relevant Transaction;

-  b)information concerning the parties involved in the relevant Transaction, as the case may be;

-  c) the amount of the relevant Transaction and the purpose of the relevant transaction, as the case may be;

-  d) the date of receipt of the corresponding order and/or the date on which the corresponding amount in Electronic Money is transferred, as the case may be;

6.        Amendment to the Contract

The Issuer retains the right to modify the General Conditions of Use at any time. Such amendments are made available by the Distributor to all Users at the address provided at their registrations. Any User may refuse the amendments proposed and must notify his/her refusal to the Distributor’s Customer Service by registered letter with acknowledgement of receipt before the date of effectiveness of the amendments (stamp of postal office as a proof) at the address of the Distributor.

In the event of failure to notify his/her refusal before the date of effectiveness, or failing that, before a 7 (seven) day period after they are posted on the Website, the User shall be deemed to have accepted the amendments proposed. The relationship between the Parties after the date of effectiveness shall be governed by the new version of the General Conditions of Use.

It is therefore important that the User reads his/her emails and reads regularly the General Conditions of Use available online on the Site at any time.

In case of refusal by the User of the amendments, he/she has the right to obtain the termination of the General Conditions of Use, without any fees, and the Reimbursement of the units of Electronic Money that he/she owns.

7.        Liability of the Issuer under the access to the Site

The Issuer shall not be held liable to the Users for errors, omissions, interruptions or delays of the transactions executed through the Website resulting in an unauthorized access to the Website. Moreover, the Issuer shall not be held liable for thefts, destructions or unauthorized communications of data resulting from unauthorized access to the Website.

The Issuer retains the right to temporarily suspend the online access to the Account for technical or maintenance reasons without any compensation. He undertakes to limit this type of interruption to a strictly minimum.

The Distributor undertakes to do its best to insure the safety and the confidentiality of the data exchanged under the use of the Website in accordance with the General Conditions of the Website, while the Issuer is in charge of the security and the confidentiality of data it hereby exchanges with the User regarding the creation and the management of the Account and the Transactions concerning this Account.

8.        Exemption case of liability of the Issuer

The Issuer does not exercise any control on the compliance, security, legality, characteristics and adequate character of the products or services, which are underlying to the Transactions. In this respect, the User shall collect all the useful information before purchasing the products with full knowledge of the facts. Each purchase made by the User gives rise to a contract directly created between the User and the vendor to which the Issuer is not concerned. Therefore, the latter cannot be held liable for the non-performance or poor performance of the obligations resulting therefore, nor for potential damages caused to the User as such.

Notwithstanding any clause to the contrary in this Contract, the liability of the Issuer towards a User is limited to the repair of damages directly caused by the non-performance of a contractual obligation under this contract.

9.         Commitment of the User

The User guarantees that nothing in his/her profile on the Site shall affect third party rights or is contrary to law, public order and good conduct.

He/she undertakes not to:

-   Perform the Contract in an illegal manner or within conditions which may damage, deactivate, overload or affect the Site;

-   Appropriate illegally the identity of any other person or entity, falsify or withhold your identity, your age or create any false identity;

-   Distribute personal data or information about a third party, such as postal address, phone number, email address, credit card numbers, etc.;

In case of default to these obligations, the Issuer retains the right to take every appropriated measure in order to stop the concerning behaviour. It therefore retains the right to delete or remove any content or information considered as inappropriate. It can also suspend and cancel his login and block the access to his/her Account.

Without prejudice to proceedings brought by third parties, the Issuer has the right to bring legal action in its own name in order to repair the prejudice personally suffered due to breaches that are attributable to it under this Contract.

If the User notes a breach of obligations above mentioned, he/she is invited to report such acts to us by contacting the Customer Service at this following email address: [email protected]

10.        Duration of the General Conditions of Use and cancellation

The General Conditions of Use are entered into for an undetermined period of time from the creation of the Login or the express approval of the User by the Issuer. The User can at any time and respecting a notice period of 30 (thirty) calendar days, proceed to the Termination of the General Conditions of Use. Such termination shall constitute also the termination of the entire Contract. In order to accomplish the termination, the User must transmit his/her notice to the Customer Service by registered letter with acknowledgment of receipt at the following postal address: [Distributor’s address]

The User will have to communicate the bank account details allowing the Issuer to reimburse to the User the Electronic Money which is credited to his/her Account. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the reimbursement by credit on the Credit Card used for the purchase of the Electronic Money. The Issuer is discharged of any obligation after having confirmed to the User the transfer to the bank account indicated or the credit on the Credit Card of the amount of the Electronic Money reduced of the corresponding fees.

In case of gross default, fraud or lack of payment from it, the Issuer retains the right to suspend these provisions by sending an email accompanied eventually by a registered letter with acknowledgement of receipt. The termination shall entail the removal of the Account, and, as the case maybe the reimbursement of the Users. These Reimbursements may in certain case be blocked according to the legislation of anti-money laundering and financing of terrorism.

The termination of the General Conditions of Use on the initiative of the Issuer cannot entail any right to compensation to the benefit of the User, the Distributor or the Beneficiary.

11.        Right of withdraw

The User has a deadline of 14 (fourteen) calendar days to pursue his/her right of withdrawal, without having to either justify any motive nor sustain any penalty. This deadline for withdrawal shall be computed from the day of its registration as a User.

The User must notify his/her request of withdrawal within the deadline prescribed to the Customer Service of the Distributor by telephone or by email and submit a confirmation letter at the postal address of the Customer Service of the Distributor.

12.        Rules regarding Anti-money laundering and combating the financing of terrorism

The Issuer is subject to the entire French and Luxembourg legislation regarding anti-money laundering and combating the financing of terrorism.

In application of the provisions of French and Luxembourg law, relating to the participation of financial institutions in the anti-money laundering and combating the financing of terrorism, the Issuer must obtain information from any User for any transaction or business relationship of the origin, purpose and destination of the transaction or the opening of an account. In addition, it must make all the audit necessary to the identification of the User and, as the case maybe the effective Beneficiary. The latter undertakes to make all audit to allow the Issuer to realize a close examination of the transaction, to inform him/her about any exceptional transaction compared to the usual transactions registered under these rules and to provide him/her with any document or information required.

The User recognizes that the Issuer can stop or delay at any time the use of a login, the access to an Account or the execution of a transaction or a Reimbursement in the absence of sufficient element about its purpose or nature. He/She is informed that a transaction executed under these rules may be subject to the exercise of the right to communicate to the national financial intelligence unit.

The User can, in accordance with the legislation, access all this information communicated subject to such right of access does not challenge the purpose of anti-money laundering and combating the financing of terrorism, where this data concerns the claimant.

No pursuit and no action of tort can be brought or professional sanction taken against the Issuer, its managers or agents who have reported their suspicions in good faith to the national authority.

13.        Personal data and obligation of confidentiality

The User agrees that contact details and personal information about him/her be communicated to the companies of the group to which the Issuer belongs as well as operational service with whom it is in a contractual relationship for the purpose of the execution of transactions and services offered subject to the third parties recipients of personal data be subject to rules ensuring adequate level of protection as defined in the French and Luxembourg Law. The list of the third parties recipients of information protected by the obligation of confidentiality is available by simple request from the conformity manager of the Issuer. This information is stored by the latter or by any company authorized to do so, in accordance with legal and regulatory rules.

He/she may at any time object to receiving commercial solicitation, have his or her contact details amended, object to their disclosure by notifying by registered letter or e-mail followed by a request of receipt to the customer service of the Issuer. This letter shall indicate his/her last name, first name and Login. In accordance with the applicable regulation, such letter must also be signed, accompanied with the photocopy of an identity document containing the signature of the User and indicate the address where he/she wishes to receive the response. A response will be sent to the address indicated within a period of 2 (two) months following the receipt of the request.

The Issuer will store the information and personal data within the maximum legal or regulatory period applicable depending on the purpose of each data processing.

The conditions of collection, possession and access to personal data collected by the Issuer and under its responsibility regarding the access to the Website, are governed by the General Conditions of the Website and the privacy policy, which is published on the Website.

14.        Inactive account                        

The Issuer and the Distributor have the right to close Accounts that have been inactive for more than 24 months.

Please refer to the Distributor’s terms and conditions.

15.        Force majeure

The Parties shall not be held liable or considered to have failed under these rules in case of late or non- performance when their cause is related to a force majeure situation as defined by the case law of the French courts.

16.        Independence of contractual rules

If any provision of these rules is considered null or without object, it will be deemed to be unwritten and will not entail the nullity of the other provisions.

If one or several provisions of these rules become lapsed or are considered lapsed further to the application of a law, a regulation or following a final decision granted by a competent jurisdiction, the other provisions will keep their binding force and scope. The provisions declared null and void will be replaced by provisions which will approximate the most with respect to their meaning and scope from the originally agreed provisions.

17.        Protection of deposits

The funds of the Users are deposited at the end of each business day in an account opened with a Bank and are ring fenced by it.

18.        Non Assignability

The Contract shall not be subject to a total or partial transfer by the User, for valuable consideration or for free. It is further prohibited to transfer to a third party any rights or obligations that it owns under these rules. In case of breach of this prohibition, in addition to the termination of these rules, its liability may be triggered by the Issuer or the Distributor.

19.        Fees

The fees related to the creation and management services of the account are invoiced by the Issuer and are included in the fees indicated in the General Conditions of the WebSite.

20.        Agreement of proof

All data included in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to the payment orders and confirmations received by the User, to the notices sent, access, Withdrawal, Reimbursement will prevail between the parties until proven otherwise.

21.        Application Law and competent jurisdiction

Save for the case of application of a public policy law (which will apply within the strict limits of its purpose), it is expressly stipulated that the Contract is subject to French law and that any litigation between the Parties under this latter shall be subject to the jurisdiction of the competent.