[CONVENIENCE TRANSLATION - GERMAN VERSION IS BINDING]
These General Terms and Conditions for Platform Users ("User T&C") of Beel GmbH, Poststraße 3, 09648 Mittweida, registered with the commercial register of the Chemnitz District Court under HRB 35247 ("Beel") govern the use of the platform app.tokenize.it ("Platform"), and all services related to the Platform (the Platform and services provided in connection with investments on the Platform, as well as services inconnection with the Syndicate Function are hereinafter collectively referred to as "Services," and the underlying agreement incorporating the User T&C is referred to as the "Agreement").
The Platform provides Services to Investors who have registered on the Platform ("Investors") and Companies (e.g., Startups or SMEs, collectively "Companies") and offers Investors the opportunity to invest in a Company via the Platform and manage and trade on the Secondary Market (as defined below) their Investments (as defined below). Authorized employees, advisors, freelancers, business partners, customers, or third parties ("Eligible Persons") entitled through the Companies’ participation programs can manage rights granted by the Company via the Platform.
The brokerage of Investments (as defined below) via the Platform may be carried out by Beel as a Tied Agent under a Liability Umbrella (as defined below) in accordance with regulatory requirements.
The Platform also provides Users with a Syndicate Function (as defined below). Through this function, Leads (as defined below) can make information about their past and/or future intended investments in companies available to other Users as Opportunities (as defined below) against payment. This applies irrespective of whether the past or intended investments were concluded, or are expected to be concluded, via the Platform or otherwise, and further irrespective of whether the companies concerned are companies registered on the Platform or other companies. Users may use the Syndicate Function of the Platform independently of the services provided in connection with Investments.
1. DEFINITIONS
The following terms shall have the meanings assigned to them in these User T&C:
(a) "Allocation Agreement" means an agreement between the Company and an employee, advisor, freelancer, business partner, customer, or third party under a participation program on granting Investor Rights and transferring Investment Tokens.
(b) "Bounty Declaration" means a binding bounty declaration by the Company within the meaning of § 657 BGB, issued on the Company’s website or through the Platform.
(c) "Blockchain" refers to either the Ethereum or Gnosis Blockchain, as applicable.
(d) "Investment" means the Investment described in detail in the respective Investment Description (as defined below) and Investment Conditions (as defined below), in particular Investor Rights (as defined below), represented by Investment Tokens (as defined below) and granted based on an Investment Contract (as defined below), an Allocation Agreement (as defined below), and/or a Bounty Declaration, including Investments via the Secondary Market (as defined below).
(e) "Investment Brokerage" means the brokerage of the acquisition and sale of financial instruments in accordance with § 1 para. 1a sentence 2 no. 1 KWG and § 2 para. 2 no. 3 WpIG, i.e., bringing together Companies and Investors with the aim of acquiring and selling financial instruments.
(f) "Investment Brokerage Agreement" means the agreement between the Investor and the Liability Umbrella for the brokerage of Investment Contracts (as defined below) and Purchase Contracts (as defined below) via the Platform, with Beel acting as a representative of the Liability Umbrella at the time of conclusion.
(g) "Investment Conditions" refers to the conditions of an Investment set by the Company, made available to Investors via the Investment Description (as defined below) and before concluding an Investment Contract, accessible to users on the Platform and/or the Company's website.
(h) "Investment Description" means the page on the Platform where an Investment and associated Investment Tokens (as defined below) are offered for acquisition, with further information on the Investment, respective Investment Conditions, and the possibility for the Investor to submit an offer to conclude an Investment Contract (as defined below).
(i) "Investment Documents" means all documents made available to the Investor before the conclusion of an Investment Contract (as defined below) by a Company, in particular the Investment Conditions, accessible via the Platform and/or the Company's website.
(j) "Investment Contract" means the contract between the Company and the Investor underlying an Investment for the acquisition of Investor Rights and/or Investment Tokens.
(k) "Investment Token" means any quantity or fraction of a Token (as defined below) intended to embody and document the Investor Rights resulting from an Investment Contract or Allocation Agreement (as defined below) and/or a Bounty Declaration, as specified in the Investment Description.
(l) "Investor Rights" refers to the rights granted by the Company to an Investor based on an Investment Contract, Allocation Agreement (as defined below), and/or Bounty Declaration; details of the respective Investor Rights are contained in the Investment Description, Investment Documents, or an Allocation Agreement (as defined below).
(m) "Lead" means a User who has opened a Syndicate Channel via the Syndicate Function in which the User makes Opportunities available to the members of the Syndicate Channel, in each case after conclusion of a corresponding Syndicate Agreement.
(n) "Opportunity" means information made available to the User by a Lead via the Syndicate Function about the Lead's past and/or future intended investment in a specific company. Details on the requirements and content of an Opportunity are set out in the respective Syndicate Agreement.
(o) "Private Offer" means an offer by Companies to acquire Investor Rights and/or Investment Tokens without Beel providing Investment Brokerage or other regulated services.
(p) "Purchase Contract" means the contract between one Investor and another Investor underlying a purchase of Investor Rights and/or Investment Tokens on the Secondary Market (as defined below).
(q) "Liability Umbrella" refers to CONCEDUS GmbH, located at Ostendtstrasse 100, 90482 Nürnberg, and registered in the commercial register of the Nürnberg District Court under registration number HRB 45003, a securities institution holding authorization from the Federal Financial Supervisory Authority for Investment Brokerage pursuant to § 2 para. 2 no. 3 WpIG and § 1 para. 1a sentence 2 no. 1 KWG with identification number (ID) 10157094.
(r) "Secondary Market" means a functionality for a P2P marketplace for the Investment Token issued on the Platform and the corresponding Investor Rights, which Beel provides to Investors via their User Account (as defined below) through the Platform.
(s) "Syndicate Agreement" means the separate agreement between the Lead and a User governing the conditions for access to Opportunities via the Lead's Syndicate Channel as well as the associated rights and obligations (in particular any carried interest of the Lead).
(t) "Syndicate Area" means the separate area of the Platform through which the Syndicate Function is provided for Users and Leads. Access to the Syndicate Area requires that the corresponding functionality was activated on the Platform upon conclusion of these User T&C or subsequently.
(u) "Syndicate Function" means the functionality of the Platform provided via the Syndicate Area, through which Users can browse available Syndicate Channels (including profiles of the respective Leads) and join them in accordance with the corresponding Syndicate Agreements in order to obtain access to Opportunities.
(v) "Syndicate Channel" means the individual Platform area of a Lead to which the Lead can invite and admit members and make Opportunities available to them.
(w) "User" (Sing.) refers to either the Investor or the Eligible Person with whom this Agreement is concluded; "Users" (Pl.) refers to all Investors and Eligible Persons using the Platform.
(x) "Token" refers to the Token available for purchase or acquired on the Blockchain via the Platform, divisible into fractions between 0 and 1 (inclusive), with the smallest fraction being 0.000000000000000001 (18 decimal places).
(y) "Wallet" refers to software or another system with which the Investor can store and manage Investment Tokens.
2. SCOPE OF APPLICATION
2.1 These User T&C apply to all Users in connection with the use of the Platform and Services, particularly for business relationships between Beel and Investors related to Investments on the Platform, including the use of the Platform in the context of brokering Investments in Companies to Investors by Beel, the trading of Investments via the Secondary Market, as well as the provision of the Syndicate Function, unless explicitly agreed otherwise.
2.2 Contractual relationships between Companies and Users, particularly the Investment Contract or an Allocation Agreement, are not subject to these User T&C but are governed by separate legal provisions (e.g., Investment Conditions, Allocation Agreements). Contractual relationships between Investors, in particular the Purchase Contract, are also not subject to these User T&C. Beel is not a party to these contracts but merely facilitates their conclusion and supports the settlement of Investment Contracts and/or Purchase Contracts.
2.3 Beel acts exclusively as a Tied Agent under the Liability of the Liability Umbrella with regard to Investment Brokerage (see also Section 4). Therefore, additional contract and information documents provided via the Platform and the Liability Umbrella's general terms and conditions apply, which may be made available to Investors via the Platform. In the event of conflicts or inconsistencies between these User T&C and the contract and information documents and the Liability Umbrella's general terms and conditions, these User T&C shall take precedence regarding the relationship between Beel and the Investor. However, the Liability Umbrella is entitled to assert the rights arising from the contract and information documents and the Liability Umbrella's general terms and conditions directly against Investors.
2.4 Users' terms and conditions shall not apply, even if Beel has not expressly objected to their application in individual cases.
3. PLATFORM AND SCOPE OF SERVICES
3.1 Through the Platform, Beel offers Investors the opportunity to learn about business models of Companies and Investments via the respective Investment Description, to invest in a Company by entering into Investment Contracts brokered via the Platform in accordance with Section 11 and to invest in Companies by entering into and trade Purchase Contracts with other Investors via the Secondary Market in accordance with Section 15. Eligible Persons can manage Investor Rights granted by a Company through an Allocation Agreement. In addition, Beel offers a Syndicate Function via the Platform in accordance with Section 17. Beel operates the Platform and grants Users access to the Services in a manner consistent with the intended purpose. The functionalities and other characteristics of the Services are defined exclusively by these User T&C.
3.2 As part of the Services (however, not when providing the Syndicate Function), Beel may provide securities services in the form of Investment Brokerage and broker Investment Contracts and/or Purchase Contracts as a Tied Agent within the meaning of § 3 para. 2 WpIG under the Liability Umbrella (see Section 4). Beel is not permitted to acquire or hold funds or assets of the Investor in the course of Investment Brokerage on behalf of third parties. Beel's role in Investment Brokerage is strictly limited to acting as a Tied Agent. In particular, Beel does not provide investment advisory services in connection with the Services under these User T&C and does not offer investment recommendations, tax advice, or legal advice via the Platform.
3.3 For Private Offers, Beel does not provide Investment Brokerage or other regulated services; it only makes the Platform available as a technical service provider to Companies. In these cases, the respective Company itself is the operator of the Platform for the Investor and other third parties.
4. LIABILITY UMBRELLA AND TIED AGENT
4.1 The Liability Umbrella is a securities institute with authorization from the Federal Financial Supervisory Authority for Investment Brokerage. Beel performs any Investment Brokerage as a Tied Agent of the Liability Umbrella, a securities institution according to § 3 para. 2 WpIG, acting for its account and under its Liability. Beel is listed as a Tied Agent in the public register of Tied Agents pursuant to § 3 para. 2 WpIG of BaFin (registration number 80179598). The register can be accessed at https://portal.mvp.bafin.de/database/VGVInfo/.
4.2 As a Tied Agent, Investment Brokerage by Beel is subject to statutory recording and retention obligations for customer-related communication under § 83 WpHG and Art. 74, 75 of Delegated Regulation EU/2017/565. This means that communications with Companies and Investors in the context of Investment Brokerage are recorded. The Investor agrees to this. A copy of recordings of these communications may be provided to the Investor upon request for five years and – if requested by BaFin – for seven years.
4.3 As a Tied Agent, Beel must grant the Liability Umbrella insight into business documents at any time as required by regulatory law. Furthermore, as a Tied Agent, Beel has granted the Liability Umbrella a comprehensive right of instruction to ensure control and supervisory capabilities. Beel, as a Tied Agent, must allow audits and inspections of business premises by BaFin and the Liability Umbrella's internal audit and cooperate in such audits.
4.4 Beel as a Tied Agent and the Liability Umbrella have entered into a separate agreement stipulating that Beel acts as an Agent of the Liability Umbrella in the context of Investment Brokerage. Beel is authorized to conclude Investment Brokerage Agreements on behalf of the Liability Umbrella. The Liability Umbrella is liable to Investors and Companies for all damages related to the regulated activity of Investment Brokerage performed by Beel, arising from a breach of duty by Beel as a Tied Agent ("Liability Assumption"), unless any Liability limitations set forth in these User T&C or in the customer information and general terms and conditions of the Liability Umbrella apply. Disruptions in Services mediated by Beel within the scope of Investment Brokerage activities that go beyond the brokerage activities specified in these User T&C are not covered by the Liability Assumption of the Liability Umbrella.
4.5 Beel is not permitted to acquire or hold funds or assets of the Investor in the context of Investment Brokerage on behalf of third parties. Beel's role is strictly limited to acting as a Tied Agent.
5. CONDITIONS FOR USING THE PLATFORM AND SERVICES
5.1 To use the Services and conclude Investment Contracts and/or Purchase Contracts via the Platform, successful registration on the Platform and creation of an account on the Platform ("User Account") as per Section 6 and a Wallet according to Section 14 are required. If the Syndicate Function (Section 17) is used exclusively, a Wallet is not required for contacting a company that is the subject of an Opportunity or for investing in such a company.
5.2 The User may access the Services via a web browser. A prerequisite for using the Services is that the User has a device that meets the current state of technology.
5.3 The User must keep the device used to access the Services up to date and have antivirus protection installed.
6. REGISTRATION, USER ACCOUNT, KYC PROCESS
6.1 Registration requires creating a User Account by entering the data requested during registration, such as a self-selected password and a valid email address and/or connecting a Wallet according to Section 14. The email address must be suitable for long-term communication and confirmed (double opt-in); temporary email addresses are not allowed. Creating the User Account is free of charge. All data must be provided completely and accurately.
6.2 Registration as an Investor is allowed exclusively for fully legally competent natural persons (i.e., those who are at least 18 years old) or legal entities or partnerships who register in their own name and for their own account, not at the behest (i.e., in the interest) of a third party, especially not as a trustee. Beel reserves the right to exclude Investors from specific countries or from using the Platform entirely or partially for compliance reasons.
6.3 Investor registration and/or use of the Secondary Market may require the successful completion of the identification process and the positive review of legal requirements related to anti-money laundering regulations (particularly the German Anti-Money Laundering Act) (the identification process and review of anti-money laundering requirements are hereinafter referred to as the "KYC Process"). The KYC Process may be conducted by a service provider appointed by the Liability Umbrella (e.g., for the crowdinvesting product) or by Beel (for all other products) ("KYC Provider," e.g., IDnow GmbH, Munich), with Beel forwarding all necessary Investor information to the Liability Umbrella or the Company, or the Company providing this information to the Liability Umbrella or KYC Provider directly.
6.4 Successful Investor registration and/or use of the Secondary Market requires approval by Beel at its sole discretion. Only after the successful completion of the KYC Process and approval by Beel can the Investor conclude Investment Contracts and/or Purchase Contracts via the Platform and acquire Investment Tokens via the Platform.
6.5 After terminating the Agreement, a User may re-register on the Platform unless Beel terminated the Agreement.
7. APPROPRIATENESS CHECK
7.1 The Liability Umbrella is required to collect information from Investors on their knowledge and experience with certain types of financial instruments or securities services, as well as their asset and income situation, to assess the appropriateness of the Investments for the Investors. Required information is collected by Beel during registration or for individual Investments.
7.2 Investors' personal circumstances are only inquired by Beel during the registration process or for individual subscriptions to the extent legally required for Investment Brokerage, solely to issue statutory notices, not to provide a personal investment recommendation. Beel does not provide investment advice.
7.3 Information on knowledge and experience is voluntary for the Investor, but without it, the Liability Umbrella and Beel cannot assess whether the Investments are appropriate for the Investor. Should the Liability Umbrella and Beel determine that the offered Investments may not be appropriate for the Investor, Beel will notify the Investor. This is a warning; the Investor can still choose to proceed with an Investment.
8. PROVISION OF SERVICES AND PLATFORM
8.1 The User’s right to use the Platform and the components employed to deliver the Services is limited to the term of the Agreement, revocable, non-exclusive, non-sublicensable, and non-transferable.
8.2 Except for Investment information (e.g., the Investment Contract and Investment Conditions), information on Opportunities, and the Syndicate Agreement, all content on the Platform and Services, including but not limited to the logo and all designs, text, graphics, images, information, data, software, sound files, other files, and their arrangement are the property of Beel, affiliated companies within the meaning of §§ 15 ff. AktG, or third parties.
8.3 The User acknowledges that all developments made available by Beel are solely owned by Beel or third parties, even if they are based on User requests or error reports, and the User has no rights thereto. Provided it is not unreasonable for the User, Beel reserves the right to adapt the Services to market conditions, improve, expand, modify, or delete them in whole or in part.
8.4 In the event of defects in the Services, Beel is entitled to provide an updated version of the Services.
8.5 Beel provides the Services in accordance with the respective current state of the art and owes an availability of the Platform of 99% per calendar month. "Availability" means the User's ability to use the main functions of the Services (Section 3). Availability is calculated as the ratio of the actual availability time to the total time of the respective calendar month, less the periods not to be included pursuant to Section 8.7.
8.6 Beel is entitled to temporarily restrict access to the Services or the ability to use them, in whole or in part, where this is necessary for reasons of capacity or of the security or integrity of the servers, or in order to carry out technical measures (e.g., maintenance work) serving the proper or improved provision of the Services. Beel will announce plannable maintenance work in advance, where reasonable, and will carry it out, where possible, during the period after 8:00 p.m. and before 8:00 a.m. German time.
8.7 In calculating Availability pursuant to Section 8.5, periods during which the Services are unavailable or only available to a limited extent for any of the following reasons shall be disregarded:
a) announced maintenance work as well as maintenance and emergency measures required to maintain security, integrity, or capacity;
b) events beyond Beel's control, in particular force majeure, disruptions of telecommunications networks or of infrastructure operated by third parties, in particular the Blockchain and the smart contracts (Section 16.6);
c) the use of hardware or software not provided or approved by Beel, as well as the User's failure to comply with the requirements under Sections 5.2 and 5.3;
d) acts or omissions of the User or of third parties who have gained access to the Services, including erroneous entries and the failure to follow reasonable security procedures; and
e) brief interruptions of less than five (5) minutes each.
The User's statutory rights in respect of defects remain unaffected; claims for damages are governed exclusively by Section 20.
9. USER OBLIGATIONS
9.1 The User is obliged to ensure that all information and data provided during Platform usage, including during the appropriateness check, is truthful and up-to-date. Any changes to User data must be promptly communicated to Beel via the User Account.
9.2 The User is obliged to keep their access data, especially their password, confidential, prevent access by third parties, and secure them against third-party access using appropriate technical and organizational measures. The User must not store access data unencrypted and must prevent any unauthorized surveillance during entry. The User bears sole responsibility for all actions conducted via their User Account and/or use of their registration data. If there is any indication of account misuse or third-party access to access data, the User must promptly notify Beel and change their access data.
9.3 The User is obligated to:
a) use the Services exclusively as intended and in compliance with the applicable laws of the country in which the Services are provided or used;
b) refrain from using the Services within the United States of America (USA);
c) not take any actions aiming to circumvent technical protection measures of the Services or unauthorized use of the Services, including attempts to breach or disable security mechanisms, use programs that enable automated data extraction, or introduce viruses, worms, Trojans, brute force attacks, spam, links, programs, or procedures capable of harming Beel, the Liability Umbrella, Companies, the Services, and/or other Users;
d) take all necessary and reasonable steps to prevent or limit damage through the use of the Services;
e) use the Services solely in their own name and on their own account;
f) refrain from using the Services for money laundering or other illegal activities;
g) abstain from participating in or promoting illegal activities, particularly fraudulent activities;
h) refrain from using bots or other automation forms and/or multiple accounts in using the Services;
i) refrain from modifying, adapting, or reverse-engineering the Services.
9.4 Any violation of this Section 9 may result in immediate exclusion from the Services, termination of the Agreement without notice, initiation of civil and criminal proceedings, and claims for damages by Beel against the User. In cases of suspected misuse of the Services by the User or third parties, Beel reserves the right to temporarily or permanently exclude the User from the Services.
10. INFORMATION ON INVESTMENTS
10.1 The Investor is solely responsible for obtaining and reviewing all information needed to make an informed Investment decision. The Investor therefore undertakes to thoroughly examine the documents, circumstances, and risks associated with acquiring the Investment before entering into an Investment Contract and/or a Purchase Contract. The Platform offers the Investor the opportunity to learn about Companies and the Investments they offer. The information on the Platform is directed exclusively at well-informed, experienced, and self-determined Investors. The Investor alone is responsible for deciding to enter into an Investment Contract and/or a Purchase Contract.
10.2 The information provided on the Platform is not intended for distribution in, or within, jurisdictions where such an offer or invitation to submit an offer is not permitted. Any violation of this distribution restriction may constitute a breach of the securities laws of these jurisdictions.
10.3 All information on the Platform regarding individual Investments is provided by the Companies. Beel is not required to verify the accuracy or economic feasibility of this information or to correct or update it. Only the respective Company is responsible for the completeness, accuracy, and timeliness of this information, especially if Beel adopts statements, information, or documents from the Companies on the Platform, including returns or expected developments indicated or anticipated by the Companies.
11. INVESTMENT VIA THE PLATFORM
11.1 Any Investment Brokerage services via the Platform, including the Secondary Market, are directed only at Investors with their habitual residence or headquarters within the Federal Republic of Germany or Austria. They are not aimed at Investors residing in a country where Investment Brokerage services are not permitted or require authorization that Beel or the Liability Umbrella do not hold in the Investor's country of residence.
11.2 When deciding to enter into an Investment Contract, the Investor bears full responsibility for obtaining and reviewing information. The Investor must thoroughly review documents, risks, and other relevant factors regarding the Investment before subscribing (see Section 10).
11.3 Unless otherwise specified in the respective Investment Conditions, the following provisions apply to concluding the Investment Contract:
a) A time limit may apply to an Investment on the Platform, set individually for each Investment ("Investment Phase"). The Company and Beel reserve the right to change this time limit at any time.
b) Publishing information on Investments via the Investment Description by the Company does not constitute an offer to enter into an Investment Contract but merely an invitation to submit an offer to an undefined group of people (invitatio ad offerendum).
c) The Investor may submit a binding offer to enter into an Investment Contract with the respective Company via the Platform by clicking the "Invest now (with the obligation to pay)" or similar button at the end of the Investment process. The offer expires at the end of the Investment Phase and does not constitute a contract conclusion.
d) The Investment Contract is concluded via the Platform only when the Company accepts the Investor’s offer to enter into the Investment Contract. An automatic acknowledgment of receipt from a Company only confirms receipt of the Investor’s offer and does not constitute acceptance. Acceptance is only effected by the occurrence of any of the following events: (i) a payment request by the Company in text form (e.g., by email or by displaying a notification in the user account) or, in the case of a granted SEPA direct debit mandate, by sending a pre-notification for the collection of the SEPA direct debit by the Company or by the collection of the Investment Amount itself, (ii) the transfer of the respective quantity of Investment Tokens to the Investor’s Wallet Address pursuant to Section 11.3 e), or (iii) express confirmation of the acceptance of the Investor’s offer by the Company in text form (e.g., email), (lit. (i) to (iii) each individually and collectively the “Acceptance Declaration(s)”). The Acceptance Declaration in each case of lit. (i) to (iii) is subject to the condition precedent of timely payment of the Investment Amount pursuant to Section 12.
For the avoidance of doubt, to the extent that the applicable Investment Agreement Terms, Investment Conditions, or any ancillary agreement between the Company and the Investor contain differing provisions regarding the acceptance mechanism, the formation of the Investment Contract, or the payment of the Investment Amount, such provisions shall prevail over Sections 11.3 d), 11.3 e), and 12.1 of these User T&Cs.
e) Late payment by the Investor shall be deemed a new offer to conclude an Investment Contract, which the Company may accept by any of the above Acceptance Declarations.
Unless already done previously, the Company transfers the respective Investment Tokens to the Investor’s Wallet Address promptly after payment of the Investment Amount. The Investor is responsible for providing a valid and personally assigned Wallet Address.
f) Before contract conclusion, the Company may, at its discretion, reject the Investor’s offer and remove Investment information from the Platform.
11.4 In the case of Investment Brokerage, the Investor simultaneously submits an offer to enter into an Investment Brokerage Agreement with the Liability Umbrella by submitting an offer to enter into an Investment Contract and confirming the "Invest (with an obligation to pay)" or similar button. An Investment Brokerage Agreement with the Liability Umbrella is concluded according to the Liability Umbrella’s applicable general terms and conditions and the Liability Umbrella’s acceptance. Beel acts as a representative of the Liability Umbrella when accepting the Investment Brokerage Agreement. Beel informs the Investor of the Investor’s classification as a professional or private client according to § 67 WpHG when concluding an Investment Brokerage Agreement.
12. PAYMENT OF THE INVESTMENT AMOUNT
12.1 The Investor undertakes to pay the Investment Amount chosen on the Platform to the Company according to the Investment Conditions after receipt of the respective Acceptance Declaration of the Company by the Investor.
12.2 Beel does not accept payments itself, nor does it process payments. Payment processing, including via a smart contract, is the sole responsibility of the Investor. Further details on payment processing are specified on the Platform and in the Agreements and Investment Documents, which the Investor confirms during the Investment process and receives via the Platform’s communication area and/or by email.
13. PLATFORM FEES AND BROKERAGE COMMISSION
13.1 Registration on the Platform, maintaining a User Account, and using the Platform are free of charge for the Investor, unless explicitly agreed otherwise in individual cases.
13.2 Investment Brokerage of Investment Contracts by Beel is also free for the Investor, unless explicitly agreed otherwise in individual cases. In the event of Investment Brokerage of an Investment Contract, the Liability Umbrella receives performance- and turnover-based commissions ("Brokerage Commissions") from the respective Companies. The nature and amount of the Brokerage Commission for Investment Contracts are specified in separate agreements with the Companies.
13.3 For the Investment Brokerage of Purchase Contracts on the Secondary Market, the Liability Umbrella receives a monthly flat fee from Beel. For the operation of the Secondary Market, Beel charges the respective selling Investor a transaction fee disclosed on the Platform, which is automatically deducted from the Purchase Price (as defined below) and paid to Beel (“Transaction Fees”). Investors do not pay any additional remuneration to the Liability Umbrella for the brokerage of Purchase Contracts.
13.4 The actual remuneration is displayed and disclosed by Beel on the Platform in each case. Beel provides further details on remuneration upon the Investor’s request. Beel may also receive a one-time fee from Companies for listing or closing Investments on the Platform, as well as fees for ongoing support, Platform operation, and/or marketing of Investments ("Platform Fees").
13.5 The Investor agrees that Beel and the Liability Umbrella retain the respective turnover-based remuneration, provided that acceptance of payments and/or remuneration is within the legally permitted framework. The Investor also agrees that remuneration remains with Beel and/or the Liability Umbrella and, contrary to the statutory provision for agency agreements (§§ 675, 667 BGB and § 384 HGB), does not need to be passed on to the Investor.
13.6 Changes in the Investment amount and/or Purchase Price (as defined below) and termination or invalidity of the Investment Contract and/or Purchase Contract do not affect the claim to Brokerage Commissions, Platform Fees, Transaction Fees or other fees for using the Services, and the Investor cannot demand reimbursement of Brokerage Commissions, Platform Fees, Transaction Fees or other fees due to these reasons.
14. WALLET
14.1 A blockchain wallet compatible with the Platform is required to use the Platform and, in particular, to purchase, hold, and transfer Investment Tokens. Upon registration, the following are automatically created for the User, free of charge: a Wallet based on the open-source technology of Safe Labs GmbH, Unter den Linden 10, 10117 Berlin ("Safe Labs") (the "Safe Wallet"), and a wallet of the provider Horkos, Inc. d/b/a Privy, 228 Park Avenue South, PMB 67932, New York, NY 10003 ("Privy") (the "Privy Wallet"). The Investment Tokens are held in the Safe Wallet. A disposition from the Safe Wallet requires two signatures: (i) a first signature, which the User generates via the Privy Wallet, and (ii) a second signature, which can only be generated using a one-time code known only to the User. The data required to generate the second signature is stored exclusively in encrypted form; Beel cannot generate the second signature without the User's one-time code and has no access to the Investment Tokens or any other crypto assets.
14.2 The User can add additional signing keys at any time, e.g., in the form of third-party blockchain wallets, or remove existing ones. The power of disposal over the Investment Tokens stored in the Wallet lies exclusively with the User, and the User bears sole responsibility for the safekeeping of the Investment Tokens in the Wallet. Beel, Safe Labs, Privy, and Tangany GmbH, Brienner Straße 53, 80333 Munich ("Tangany"), have no access to the contents of the Wallet, cannot dispose of the contents of the Wallet at their own discretion, and do not act as custodians of the Investment Tokens or any other crypto assets.
14.3 The User ensures that they keep the used Wallet, associated passwords, and access data, private keys, and any recovery codes (seeds) (collectively and individually the "Wallet Access Data") confidential and secure against unauthorized access by third parties using appropriate technical and organizational measures. The User is aware that any person with access to the Wallet Access Data can misuse the Wallet in the User’s name. The User ensures that third parties are not enabled to use the Wallet Access Data. In particular, to protect Wallet Access Data, the User must not store them unsecured and must prevent unauthorized observation when entering Wallet Access Data. If the User discovers that someone else knows the Wallet Access Data or suspects so, they must change the affected Wallet Access Data immediately if possible, especially if it concerns a password.
14.4 The User is responsible for maintaining any potentially used third-party Wallet in a secure, fully functional, and valid condition.
14.5 The User is aware that they are solely responsible for the control of their Wallet and that losing control of the Wallet may result in losing access to the Investment Tokens.
14.6 The terms and conditions (https://app.safe.global/terms) and privacy policy (https://app.safe.global/privacy) of Safe Labs and Tangany (https://tangany.com/legal-information-documents), as well as the end-user terms (https://www.privy.io/user-terms-of-service) and privacy policy (https://www.privy.io/privacy-policy) of Privy, to which reference is hereby made, also apply to the underlying technology and infrastructure of the automatically created wallet.
14.7 Custody of Investment Tokens by third parties is governed solely by the general terms and conditions of the respective third parties.
14.8 If the User loses access to their Wallet, a recovery function is available, which is provided by Tangany as a regulated service provider. A recovery only takes effect after the expiry of a period indicated on the Platform. The User may object, within this period, to any recovery that the User did not initiate themselves; neither Beel nor Tangany can carry out a recovery against such an objection by the User or prevent the objection.
15. TRADEABILITY, SECONDARY MARKET
15.1 Tradability and transferability. Beel does not provide any guarantee or warranty regarding the tradability of Investment Tokens purchased via the Platform. The Investor Rights granted on the basis of the Investment Agreement may only be transferred in accordance with the Investment Conditions.
15.2 Secondary Market and Secondary Market offers. Investor Rights and the corresponding Investment Tokens are only tradable if the respective Company that issued the Investment Tokens via the Platform and granted the Investor Rights on the basis of an Investment Contract has activated the tradability of the Investment Tokens via the Secondary Market in the Platform settings. Investors who have unlocked access to the Secondary Market can submit binding offers to purchase and/or sell such Investment Tokens and Investor Rights via the Secondary Market.
a) Activation of the Secondary Market. In order to activate the Investor for the Secondary Market, the Investor must provide information via the Platform regarding their legal status as a consumer (Section 13 BGB) or entrepreneur (Section 14 BGB) and, if necessary, carry out a KYC process in accordance with Section 6.3 and an appropriateness test in accordance with Section 7.
b) Offer content. An offer to purchase and/or sell Investment Tokens, including the corresponding Investor Rights, must contain the following information: i) the type and number of Investment Tokens, including the corresponding Investor Rights, that the Investor wishes to sell or purchase; and ii) the price in EUR per Investment Token at which the Investor is willing to purchase or sell (“Purchase Price”). Optionally, an offer may also include the period for which the investor wishes to be bound by their offer (“Offer Period”). An offer to purchase and/or sell Investment Tokens together with the corresponding Investor Rights also includes an offer to transfer or assume the Investment Contract granting the corresponding Investor Rights in accordance with Section 15.5.
c) Binding nature of offers, withdrawal of offers, and offer duration. Such offers are binding offers to an indefinite group of persons (“offerta ad incertas personas”). The Investor may withdraw an offer at any time before it is accepted by another Investor and, if applicable, before the offer period expires, by clicking on the “Cancel” button (or similar) for the relevant offer in the overview of their own offers (the “Withdrawal of Offer”). An offer expires at the latest upon expiry of the offer period, if this was initially specified.
d) Display of offers. Active offers from an Investor are displayed to other Investors on the Secondary Market.
e) Secondary Market payments. Payments of Purchase Prices via the Secondary Market shall be made in EURe. The transfer of EURe to the Investor's Wallets shall be carried out by the external service provider Monerium efh., Bjargargotu 1, 102 Reykjavík, Iceland (“Monerium”) and outside the Platform. Monerium's general terms and conditions shall apply exclusively in this regard. The receipt and processing of payments, including via the smart contract, is the sole responsibility of the Investors.
15.3 Sale Offer and acceptance of a Sale Offer.
a) Submission of a Sale Offer. In order to create an offer to sell Investment Tokens together with the corresponding Investor Rights via the Secondary Market, the Investor must complete a corresponding offer form containing the information specified in Section 15.2 b). Before submitting a binding offer to sell Investment Tokens together with the corresponding Investor Rights, the Investor will be shown an overview of the offer form and the Transaction Fees incurred in accordance with Section 13.2 and displayed on the Platform. By clicking on the “Create binding Sell Order” button (or similar), the investor submits a binding offer to conclude a corresponding purchase agreement ("Sale Offer") until the end of the offer period. The Sale Offer also includes the offer to transfer the Investment Contract, which grants the corresponding Investor Rights, to the purchaser by way of a contract transfer in accordance with Section 15.5.
The Sale Offer is subject to the condition precedent of payment of the Purchase Price in accordance with Section 15.3 c) after acceptance of the Sale Offer.
Placing a Sale Offer on the secondary market requires that the Investor has the corresponding number of Investment Tokens in their Wallet. By publishing a Sale Offer, the Investor “locks” the corresponding number of Investment Tokens in their Wallet and they are no longer available to the Investor, for example, for the acceptance of Buy Offers. The Investor can “unlock” and release the corresponding number of Investment Tokens by withdrawing the offer in accordance with Section 15.2 c) before a Purchase Contract is concluded.
By submitting a Sale Offer, the Investor also submits an offer to conclude a separate contract regarding the use of the Secondary Market for the specific sale. Beel accepts this offer by publishing the Sale Offer on the Secondary Market.
b) Acceptance of a Sale Offer. If an Investor is interested in a Sale Offer from another Investor, the Investor can view this Sale Offer in more detail by clicking on the “Buy” button (or similar), whereby the relevant Investment Documents and further information about the Investment will be provided to them. If the Investor interested in the Sale Offer wishes to accept the Sale Offer, they first select in an input mask the number of Investment Tokens, including the corresponding Investor Rights, they wish to purchase and the purchase price in EUR. The Investor is then shown an overview of their intended purchase, including the Investment Conditions. If the specified legal status of the acquiring investor is “consumer” and that of the selling investor is “entrepreneur,” the acquiring investor will be informed that there is no right of withdrawal pursuant to Section 312g (2) No. 8 of the German Civil Code (BGB), as the price depends on fluctuations in the financial market. If the specified legal status of both the acquiring investor and the selling investor is “consumer,” the acquiring investor will be informed that no consumer protection rights, in particular no right of withdrawal, exist. If the investor agrees to the terms of the offer, they can accept the Sale Offer by clicking on the “Buy now” button (or similar). Acceptance of a Sale Offer also includes acceptance of the offer to transfer the Investment Agreement in accordance with Section 15.5 by way of transfer of contract.
When the purchasing Investor clicks the “Buy Now” button (or similar), the Sale Offer for the amount of the Investment Tokens sold, together with the corresponding Investor Rights, is removed from the Secondary Market view for other Investors, so that it can no longer be accepted by any other Investor.
The successful acceptance of a Sale Offer and the conclusion of a Purchase Contract requires that the purchasing Investor has at least the Purchase Price amount of EURe in their Wallet. By clicking on the “Buy now” button (or similar), the acquiring Investor releases a number of EURe in their Wallet corresponding to the Purchase Price for the payment of the Purchase Price in accordance with Section 15.3 c). If there are no EURe in the acquiring Investor's Wallet or if there are not enough EURe to pay the Purchase Price, the acquiring Investor cannot accept a Sale Offer.
c) Payment of the Purchase Price. If and as soon as a number of EURe corresponding to at least the Purchase Price is available in the purchasing Investor's Wallet, the purchasing Investor executes a transaction by clicking on the “Buy Now” button (or similar) and accepting the Sale Offer, the purchasing Investor executes a transaction whereby the number of EURe corresponding to the Purchase Price is transferred from the purchasing Investor'sWallet address to the selling Investor's Wallet address and the “locked” number of Investment Tokens is transferred from the selling Investor's Wallet address to the purchasing Investor's Wallet address. The payment of Purchase Prices through the transfer of EURe and/or the transfer of Investment Tokens takes place between the respective Wallet Addresses of the Investors. Beel itself does not accept and/or make any payments and does not process any payments.
15.4 Buy Offer and acceptance of the Buy Offer.
a) Buy Offer. To make an offer to buy Investment Tokens, including the corresponding investor rights, on the secondary market, the investor must fill out an offer form that includes the information specified in Section 15.2 b). Before submitting a binding offer to buy Investment Tokens, including the corresponding Investor Rights, the Investor will be shown an overview of the offer form and their intended purchase, including the Investment Conditions. If the Investor has indicated their legal status as a consumer, they will also be informed that if their offer is accepted by an Investor with the specified legal status of “entrepreneur,” there is no right of withdrawal pursuant to Section 312g (2) No. 8 of the German Civil Code (BGB), as the price depends on fluctuations in the financial market, and if their offer is accepted by an Investor with the specified legal status of “consumer,” there are no consumer protection rights, in particular no right of withdrawal. By clicking on the button “Create binding Buy Order” (or similar), the investor submits a binding offer to conclude a corresponding Purchase Contract (“Buy Offer”) until the expiry of any specified offer period. The Buy Offer also includes the offer to assume the Investment Agreement, which grants the corresponding Investor Rights, by way of a contract transfer from a selling Investor in accordance with Section 15.5.
The successful creation of a Buy Offer requires that the acquiring Investor has at least the Purchase Price worth of EUR in their Wallet. By clicking on the button “Create Binding Buy Order” (or similar), the acquiring Investor releases the Purchase Price worth of EUR from their Wallet for payment of the Purchase Price in accordance with Section 15.4 c). If the acquiring Investor'sWallet does not contain at least the number of EURe corresponding to the Purchase Price, they will be prompted to transfer the corresponding number of EUR to their Wallet. If the acquiring Investor's Wallet does not contain at least the number of EURe corresponding to the Purchase Price, the Buy Offer cannot be created.
By publishing a Buy Offer, the acquiring Investor “locks” the number of EURe corresponding to the Purchase Price in their Wallet, and it is no longer available to the Investor, for example, for accepting Sale Offers. The acquiring Investor can “unlock” the EURe by withdrawing the offer in accordance with Section 15.2 c) before a Purchase Contract is concluded and release them again.
By submitting a Buy Offer, the acquiring Investor also submits an offer to conclude a separate contract regarding the use of the Secondary Market for the specific purchase. Beel accepts this offer by publishing the Buy Offer on the Secondary Market.
b) Acceptance of the Buy Offer. If an Investor finds a Buy Offer from another Investor that interests them, they can view this Buy Offer in more detail by clicking on the “Sell” link, which will display an overview of the Buy Offer, the Transaction Fees specified on the Platform as described in Section 13, and a reference to the transfer of the Investment Agreement to the buyer as described in Section 15.5. If the Investor agrees, they can accept the Buy Offer bindingly by clicking on the “Sell now” button (or similar). Acceptance of a Buy Offer also includes acceptance of the offer to take over the Investment Agreement granting the corresponding Investor Rights by way of a contract assumption by the acquiring Investor in accordance with Section 15.5.
By clicking on the “Sell now” button (or similar), a Purchase Contract is concluded between the seller and the purchaser.
The successful acceptance of a Buy Offer by the Investor requires that the Investor’s wallet contain at least the number of corresponding Investment Tokens corresponding to the Buy Offer.
By clicking on the “Sell now” button (or similar) by the selling Investor, the Buy Offer in the amount of the acquired Investment Tokens, together with the corresponding Investor Rights, is removed from the Secondary Market so that it can no longer be accepted by any other Investor.
c) Payment of the Purchase Price. By clicking on the “Sell Now” button (or similar) and accepting the Buy Offer, the selling Investor executes a transaction whereby the “locked” EURe are transferred from the Wallet address of the Investor interested in buying to the Wallet address of the selling Investor and the corresponding number of Investment Tokens are transferred from the Wallet address of the selling Investor to the Wallet address of the Investor interested in buying. The payment of Purchase Prices through the transfer of EURs and/or the transfer of Investment Tokens takes place between the respective Wallet addresses of the Investors. Beel itself does not accept and/or make any payments and does not process any payments.
15.5 Agreement transfer. The respective Company that issued the Investment Tokens via the Platform declares its consent to the transfer of the Investment Agreement from a selling Investor to a purchasing Investor upon conclusion of a Purchase Contract on the Secondary Market with the activation of tradability on the Secondary Market for the respective Investment Tokens. Upon the conclusion of a Purchase Contract, all rights and obligations arising from the underlying Investment Agreement shall be transferred from the selling Investor to the purchasing Investor by way of a contract transfer, in particular the Investor Rights represented by the Investment Tokens, subject to any restrictions arising from the Investment Conditions (e.g., lock-ups, transfer requirements, target investor groups).
15.6 Investment Brokerage and Brokerage Commissions. In the case of Investment Brokerage, the Investor submits an offer to conclude a Purchase Contract or accepts an offer to conclude a Purchase Contract and thus confirms the button “Create Binding Sell Order” (or similar) or the button “Create Binding Buy Order” (or similar) or the “Sell now” button (or similar) or the “Buy now” button (or similar), the Investor simultaneously submits an offer to conclude an Investment Brokerage Agreement with the Liability Umbrella. An Investment Brokerage Agreement with the Liability Umbrella is concluded in accordance with the applicable general terms and conditions of the Liability Umbrella and acceptance by the Liability Umbrella. When accepting the application to conclude an Investment Brokerage Agreement, Beel acts as a representative of the Liability Umbrella. Beel provides all Investment Brokerage services as a tied agent of the liability umbrella, which is a securities firm pursuant to Section 3 (2) of the Securities Investment Act (WpIG), i.e., on its behalf and under its liability, in accordance with Section 4. Upon conclusion of an Investment Brokerage Agreement, Beel informs the Investor of its classification as a professional client or private client in accordance with Section 67 of the Securities Trading Act (WpHG).
15.7 Confirmation of purchase. If a Purchase Contract is concluded, the purchasing Investor receives a transaction confirmation and the relevant Investment Documents via their User Account, and the selling Investor receives a transaction confirmation via their User Account.
15.8 Conclusion of Purchase Contract via the Secondary Market. When deciding to conclude a Purchase Contract, the purchasing Investor bears sole and full responsibility for obtaining and reviewing information. The purchasing Investor is obligated to thoroughly review the documents, risks, and other circumstances relating to the Investment prior to signing (see Section 10).
15.9 Market conduct rules. Investors are obliged to engage in fair market conduct. In particular, wash trades, layering/spoofing, misleading or incomplete information, collusion to artificially influence prices, and the dissemination of non-public information are prohibited. Any violation of this section may result in immediate exclusion from the use of the Secondary Market or other services, termination of the contract without notice, the initiation of civil and criminal proceedings, and the assertion of claims for damages by Beel against the Investor. If Beel suspects that the Investor has violated this section, it is free to exclude the Investor from using the Secondary Market with immediate effect, either temporarily or permanently. Beel reserves the right, but is not obligated, to review, block, or delete offers.
15.10 Suspension. Beel may suspend the Secondary Market function at any time at its sole discretion, either temporarily or permanently, or restrict transaction flows, in particular if (i) technical malfunctions occur, or (ii) there are justified legal risks.
16. NOTICES REGARDING INVESTMENT TOKENS AND SMART CONTRACTS
16.1 Beel provides the smart contracts for use by Investors in accordance with these User T&C. Beel does not assume any further obligations or responsibilities with regard to the transfer of Investment Tokens and/or crypto assets. The smart contracts may constitute the technical basis for the transfer of crypto assets for the payment of an Investment amount and/or for the transfer of Investment Tokens from a selling Investor to a purchasing Investor and/or for the transfer of EURe for the payment of the purchase price from a purchasing Investor to a selling Investor and/or for the payment of Investment proceeds and/or for the payment of an agreed carried interest by a User to a Lead in accordance with the respective Syndicate Agreement (cf. Syndicate Function, Section 17). The transfer of Investment Tokens and/or crypto assets to the Wallet address is executed by the Smart Contract on behalf of and under the responsibility of the respective Investor as soon as the Investor has approved the transfer. Beel has no access, in particular no write access, to Investment Tokens, crypto assets or the Wallets of Investors before, during and after the transfer of Investment Tokens and/or crypto assets. Beel itself does not carry out the transfer of Investment Tokens and/or Crypto Assets and is not obliged to do so.
The User is aware that responsibility for the use of Investment Tokens and/or crypto assets lies solely with them after the transfer. The User must inform themselves on how to transfer the Investment Tokens and/or crypto assets from their Wallet to third-party Wallets and secure them against loss and theft. Beel is not liable for User errors regarding the transfer (e.g., incorrect Wallet address) and/or loss or theft of Investment Tokens and/or crypto assets from the User’s Wallet.
16.2 The User is aware that after the transfer of the Investment Tokens and/or crypto assets, they are responsible for the legality of its use. The User must ensure that the specific use of the Investment Token is permissible in each individual case.
16.3 Beel is not obliged to provide advice regarding the use of a personal Wallet, tradability or transfer of Investment Tokens, the permissibility of public access on Platforms and/or marketplaces, or their tax, securities market, financial supervisory, or other evaluations.
16.4 The User is aware that Beel is not obligated nor otherwise guarantees that the Investment Token is or will be tradeable on regulated or unregulated markets (especially online Platforms) or that third parties will attribute market value to the Investment Token. Beel is not obligated to obtain permission, approval, or similar for trading, selling, or exchanging the Investment Token on other online Platforms and/or marketplaces.
16.5 The User is solely responsible for the technical ownership of the Investment Tokens and/or crypto assets.
16.6 The User is aware that the Investment Tokens and/or crypto assets are technically based on a Blockchain. This Blockchain and the smart contracts are operated by third parties, not Beel. Beel has no influence on the Blockchain or smart contracts and therefore assumes no responsibility for their functionality. Malfunctions of the Blockchain or smart contracts may lead to errors or loss of Investment Tokens, resulting in a situation where the User loses control of the Investment Token.
17. SYNDICATE FUNCTION
17.1 Subject Matter.
a) The User may use the Syndicate Function via the Platform, independently of the other services offered via the Platform. The Syndicate Function enables the User to access the Syndicate Area of the Platform. There, the User can view available Syndicate Channels and, where applicable, specific Opportunities of Leads, provided that the respective Lead admits the User as a member of its Syndicate Channel after conclusion of a Syndicate Agreement. Beel is not a party to the Syndicate Agreement concluded between the Lead and the User.
b) Beel does not provide any investment advice, Investment Brokerage, or other regulated securities services within the scope of the Syndicate Function. The provision of the Syndicate Function constitutes a technical service. In this context, Beel furthermore disseminates the investment recommendations of Leads within the meaning of § 86 para. 1 WpHG but does not produce them itself. In this context, Beel complies with the regulatory requirements applicable to Beel regarding the dissemination of recommendations. Beyond this, however, Beel is not responsible for the content of the Opportunities and does not assume any warranty for their accuracy, completeness, or timeliness.
17.2 Access to the Syndicate Area and Membership in Syndicate Channels
a) Access to the Syndicate Area requires successful registration on the Platform and the creation of a User Account in accordance with the section "Registration, User Account, KYC Process". The activation of the User for the Syndicate Area and thus the use of the Syndicate Function is at the sole discretion of Beel.
b) Users may apply via the Syndicate Area for access as a member to Syndicate Channels with the respective Leads. Alternatively, Leads may invite members to their Syndicate Channel. Access to a Syndicate Channel requires in any case the conclusion of a Syndicate Agreement between the User and the respective Lead.
c) Syndicate Channels may contain short profiles with a description of the experience and the professional and/or investment background of the respective Lead, which can already be viewed once access to the Syndicate Area has been granted and before membership in the specific Syndicate Channel.
d) Users can manage their membership in individual Syndicate Channels in the Syndicate Area and browse active and available Syndicate Channels.
e) The User is free to decide whether, in which form, and by which (other) means the User contacts a company that is the subject of an Opportunity and invests in such company. Users may optionally indicate their interest in a specific company that is the subject of an Opportunity in the Syndicate Channel. For this purpose, Users may indicate, on a non-binding basis, that, and up to which investment amount, they would be willing to invest in the company. This information is displayed to the company concerned, provided it is registered on the Platform (name of the Investor, contact details, affiliation with a syndicate, and indicated amount of interest). Whether, in which form, and in which amount the company subsequently offers the User an Investment or any other form of participation, if any, is decided solely by the company at its sole discretion. The respective Lead is shown the indications of interest only in aggregated form, without the name of the User.
f) Should the User decide to conclude an Investment via the Platform in accordance with these User T&C in a company that is or was the subject of an Opportunity, the identity of the User as well as the amount of the Investment made shall additionally be visible to the Lead after conclusion of the Investment.
g) The activation for the Syndicate Area and the use of the Syndicate Function are free of charge for the User, unless expressly agreed otherwise. Any fees or carried interest agreed between a Lead and the User are not the subject of these User T&C and are agreed and settled exclusively in the relationship between the Lead and the User in accordance with the Syndicate Agreement.
17.3 Information and Risk Notices
a) All Opportunities and information provided via the Syndicate Function and the individual Syndicate Channels (including information in short profiles of Leads) are provided by the respective Leads. Beel is not obligated to verify the accuracy, completeness, or economic plausibility of this information or to ensure its correction or updating. The respective Lead is solely responsible for the completeness, accuracy, and timeliness of the Opportunities.
b) The User decides alone and on their own responsibility on any investment in a company that was the subject of an Opportunity.
c) Beel does not engage in any advisory or brokerage activity and does not provide any advisory or Investment Brokerage services within the scope of the Syndicate Function. In particular, Beel does not provide any financing and/or investment advice or any tax and/or legal advice. Beel does not provide the User with any personal recommendations regarding investments via the Platform. Within the scope of the Syndicate Function, Beel also does not influence companies and does not forward specific information about the nature, structure, or conditions of investments in order to promote the conclusion of specific Investments or other forms of participation between the User and a company.
18. AI-BASED FUNCTIONS
18.1 Beel may provide Investors with AI-based functions, in particular an AI-based assistant for answering general questions about the Platform ("AI Assistant"). The AI Assistant is free of charge for Investors. When using it, the Investor interacts with an AI system; corresponding notices are displayed on the Platform.
18.2 The AI Assistant provides general information only. It does not provide investment advice, no recommendation tailored to the individual Investor, and no tax or legal advice. Outputs of the AI Assistant may be inaccurate or incomplete; they do not constitute a basis for decision-making, and the Investor makes all decisions on their own responsibility. Beel does not warrant the accuracy of the outputs.
18.3 The processing of personal data in connection with the AI Assistant is governed by Beel's privacy notice. The AI Assistant is technically supported by a model provider (currently Anthropic Ireland, Limited) acting as a processor; there is no direct contractual relationship between the Investor and the model provider. The Investor shall use the AI Assistant only within the scope of permitted use and not in an abusive or unlawful manner.
19. TERM OF CONTRACT, TERMINATION
19.1 The contract is concluded for an indefinite period and may be terminated by Beel at any time without notice in text form via email or notification in the User Account, and by the User at any time without notice via email or through the corresponding function in the User Account.
19.2 Termination for cause remains unaffected for both parties. Cause for Beel includes, but is not limited to, the following events:
a) An Investor no longer meets the registration requirements under Section 6;
b) A case under Section 9.4 (violation of User obligations, suspicion of misuse) or under Section 15.9 (violation or suspicion of violation of market conduct rules) arises;
c) Beel must cease Platform operations in part or completely, e.g., due to BaFin or another authority or court requiring the partial or complete cessation of brokerage or Platform operations by Beel;
d) Due to a change in applicable laws or regulatory requirements, Beel can no longer provide the Services under these User T&C; or
e) Beel is unable to continue Platform operations for an extended period due to reasons beyond its control.
19.3 Termination of the contract does not affect any existing contractual relationships between Users and Companies. The term and termination of these contracts are governed by the relevant provisions, e.g., Investment Conditions or the Allocation Agreement.
19.4 Upon contract termination and thus the User Account, all further declarations and information will be sent to the User only to the last registered email address.
19.5 Beel will promptly forward all data of the registered Investor to Companies with which the Investor has concluded an Investment Contract upon termination of the contract. Subject to sentence 1 and excluding data backups within usual backup processes, Beel will delete all data of the registered User within thirty (30) days after termination of the contract, to the extent legally permissible, i.e., where there are no statutory retention or archiving requirements. Data created on the Blockchain, smart contracts, and Tokens cannot be deleted due to their fundamental immutability and nature as a continuous register.
20. LIABILITY
20.1 In the case of damage caused by slight negligence, Beel is only liable if Beel, its legal representatives, or agents violate a contractual obligation essential to the contract and on which the User can rely ("Cardinal Obligation"), and such liability is limited to typical, foreseeable damages. Sentence 1 does not apply to damages resulting from injury to life, body, or health, or in cases of mandatory liability, especially liability for cases where Beel has assumed a procurement risk or warranty, in cases of liability under the Product Liability Act, liability under the GDPR, or fraudulent concealment of a defect. Furthermore, strict liability for defects existing at the time of contract conclusion is excluded. Subject to intentional misconduct, liability for indirect damages, such as lost profit, is excluded.
20.2 Beel is not liable in particular for:
a) the accuracy or completeness of information published by Companies or by Leads on the Platform, including risk disclosures on an Investment or an Opportunity, or the accuracy or completeness of responses provided by Beel to User inquiries based on Company or Lead statements and documents;
b) the validity of contracts concluded between the User and a Company or between the User and a Lead, where all information on Companies or Leads available on the Platform originates solely from statements and documents provided by the Companies or Leads themselves the respective Company or Lead is solely responsible for ensuring that this information is accurate, up to date, and complete;
c) delays in fulfilling brokerage orders that are not within Beel's control;
d) circumstances arising from the User's contractual breach or unauthorized changes by third parties; or
e) the achievement of tax, economic, or legal goals in connection with Investments, participation programs, or acquisition of Investment Tokens, particularly the economic success of Investments and Investment Tokens, repayment of the invested amount, interest payments, or fulfillment of projected outcomes associated with Investment Tokens.
20.3 The above limitations of Liability also apply in cases of negligence by Beel's agents and Liability Umbrella as well as to the personal Liability of Beel and Liability Umbrella's officers, employees, and agents.
21. INDEMNIFICATION
21.1 The User agrees to indemnify Beel against any third-party claims in full where such claims result from User conduct, unless the User can prove that they are not responsible for the breach of obligation causing the damage.
22. COMMUNICATION
22.1 Declarations required for an Investment and information in connection with Opportunities are delivered to the Investor exclusively through the communication area on the Platform or by email. Additional communication in paper form does not occur unless legally mandatory.
23. PLATFORM INFORMATION AND FAQs
23.1 Any FAQs or additional information provided by Beel on the Platform are intended solely for explanatory and informational purposes and have no legal binding effect. Only the provisions in these User T&C and the respective Investment Conditions are legally binding.
24. CONFIDENTIALITY
24.1 Each User must treat information accessible through the registration-restricted Platform area ("Confidential Information") confidentially and not disclose it to third parties without prior written consent from Beel or the Company. This includes information about Investments, Companies, their business models, Opportunities and Beel.
24.2 Confidential Information does not include information that, at the time of disclosure, is:
a) publicly known or published, or
b) lawfully in the User's possession or obtained from an authorized third party, or
c) generally known in the relevant field or state of the art, or
d) independently recognized or developed by the User, or
e) publicly disclosed by Beel or the Company in writing.
24.3 The User may disclose Confidential Information to employees and professional advisors under confidentiality obligations if they are involved in the execution of this Agreement or an Investment Contract and reasonably require access. The User ensures that all representatives will comply with these confidentiality obligations.
24.4 The above provisions do not apply if the User or individuals under Section 24.3 are required by law or enforceable decision of a court or authority to disclose information. In such cases, the User must inform Beel immediately and take all necessary and legally permissible actions to avoid disclosure or ensure confidential treatment.
24.5 The User's obligations under this Section 24 end two (2) years after the later of the end of the contract term or the last provision of information on an Investment.
25. ANTI-MONEY LAUNDERING AND ANTI-TERRORISM
25.1 The User warrants that:
a) the Investment, participation program, and/or Investment Token will not be used for illegal or unethical purposes, including activities related to money laundering, terrorism financing, or any other illegal activities;
b) no proceeds from criminal or illegal activities will be used for payment of the Investment amount; and
c) no transactions involving the Investment, participation program, or Investment Token will be used to facilitate or conduct criminal or illegal activities, including money laundering or terrorism financing.
25.2 The User warrants that no criminal or regulatory investigations related to business activities are pending against the User, any affiliated company, officers, or shareholders at the time of entering into the Agreement.
25.3 The User warrants that at the time of entering into the Agreement:
a) the User is not listed on any United Nations, U.S., EU, or Swiss sanctions list;
b) the User does not indirectly act on behalf of, or forward assets to, any person or entity on the sanctions lists in clause a); and
c) no shareholder holding more than 25% of shares, directly or indirectly, is listed on a sanctions list in clause a).
25.4 If any of the above circumstances occur after the contract and during its term, the User undertakes to notify Beel immediately and to suspend all transactions in connection with the Agreement until the situation is resolved.
26. RISK NOTICES AND POTENTIAL CONFLICTS OF INTEREST
26.1 An Investment lies exclusively in the hands of the respective Company and is neither reviewed nor influenced by Beel. Beel does not guarantee the economic success of an Investment. Each Investor should independently assess the legal, tax, and economic consequences of investing in a Company. Beel’s activities consist solely of technical and possibly brokerage services, and particularly not of investment advice. Beel cannot consider the personal circumstances of individual Investors, such as risk tolerance.
26.2 Investments offered by Companies on the Platform involve economic, legal, and tax risks. Future performance projections may differ from expectations even under conservative assumptions. Investments and acquisition of Investment Tokens entail significant risks, including the partial or complete loss of invested assets (partial or total loss risk). Investment suitability exists only for Investors who can financially manage a partial or total loss of capital in the event of negative developments. Investments are unsuitable for Investors with immediate liquidity needs.
26.3 Investment Brokerage by Beel may involve potential conflicts of interest between the interests of Beel, the respective Companies, and the Investors. Beel, particularly due to commission-based remuneration, has an interest in successfully brokering Investments with high placement volumes. Further potential conflicts of interest may arise, including final commissions from brokered Investments, volume-based remuneration as part of Platform Fees, performance-based remuneration for management or supervisory bodies, or shared management or supervisory members. There is a risk that such individuals might make decisions or actions favoring their own interests, directly or indirectly, affecting the economic success of Investments.
26.4 Investors should critically examine Investments in light of their personal financial circumstances and objectives before making an offer to enter into an Investment Contract and/or Purchase Contract. Investors should seek expert advice and independently verify legal, economic, and tax implications if unsure about making an Investment on the Platform. Investors should be able to financially endure the potential loss of their Investment amount and/or Purchase Price.
26.5 The Platform’s offerings are exclusively aimed at Investors with sufficient experience and competence to understand the risks associated with the offered Investments and make investment decisions independently.
26.6 Specific risk notices apply to individual Investments, provided by the Company with the Investment Documents, for which only the Company is responsible.
26.7 Any forecasts from Companies regarding expected Investment returns are non-binding and cannot be verified by Beel. Past returns do not guarantee future returns.
26.8 Beel provides no advisory services regarding Investments on the Platform and does not perform consulting services. In particular, Beel does not provide financing or investment advice, nor tax or legal advice. Beel reviews an offer or solicitation from a Company only based on subjective, formal criteria and plausibility before publishing on the Platform. Beel provides no personal recommendations on Investments based on individual Investor circumstances. Personal circumstances are only considered to the extent legally required during an Investment Brokerage or for statutory notices, without intending to provide specific investment recommendations.
26.9 Information available on the Platform from the Companies does not constitute investment recommendations or advisory services by Beel. Beel does not assess Company creditworthiness and assumes no responsibility for the provided information’s truthfulness, completeness, or timeliness. Expert advice or self-education cannot be replaced by the information and risk disclosures provided on the Platform. Investors make investment decisions solely at their own risk.
26.10 Beel employees are not authorized to make independent statements to Investors about Companies or their information deviating from the Investment Documents of the respective Company. Only the Investment Documents provided by the respective Company on the Platform are relevant for the Investor.
26.11 An Investment between the Investor and a Company may have a long-term orientation and is generally not terminable. The Investor must assume that their invested capital is bound for the entire term and cannot be reclaimed on short notice. No regulated secondary market exists for the Investment Tokens brokered on the Platform, and Beel has no influence on whether third parties provide a sale option (see Section 15). Thus, Investment Tokens are generally non-tradable unless otherwise specified in the Investment Conditions. Beel recommends that each Investor carefully read all Company-provided documents on the respective Investment, particularly the risk disclosures, before acquiring Investment Tokens.
26.12 By agreeing to the User T&C, the Investor acknowledges the risks and risk disclosures set forth above.
27. DISPUTE RESOLUTION
27.1 Beel does not participate in dispute resolution before a consumer arbitration board and is not obligated to do so.
28. TAXES
28.1 Beel makes no statements regarding the tax treatment of an Investment. Each Investor is responsible for assessing the tax implications of their Investment independently. Beel assumes no liability for any adverse or unforeseen tax consequences for Investors (including risks of legal changes).
28.2 The Investor is solely responsible for paying all taxes associated with using the Services, Investment Brokerage, and Investment or acquisition of Investment Tokens. Investors are advised to contact the relevant tax and social security authorities to ensure compliance with their tax and social security obligations.
28.3 The individual Investment Conditions of Companies may contain specific provisions for tax deductions for the Investor.
29. DATA PROTECTION
Information and details on data protection can be found in Beel’s privacy notice which is not part of the Agreement.
30. AMENDMENTS TO THE USER T&C
30.1 Beel reserves the right to amend the User T&C with future effect. Changes to these User T&C will be communicated to the User either via the Platform User Account or by email to the email address registered with Beel, with a request for consent within two (2) weeks. The User can consent or object to the changes within two (2) weeks by activating a corresponding button or checkbox on the Platform or by email. If the proposed changes do not affect the essential contractual performance obligations or fees for these obligations, the User’s consent to the amendments is deemed granted if Beel has offered the changes at least two (2) months before the effective date and the User does not object within this period. Beel will separately inform the User of this in the amendment notification. Amendments to essential contractual performance obligations or fees require the User's explicit consent.
30.2 If the User does not consent to the amended User T&C within the allotted period, Beel reserves the right to terminate the contract in accordance with Section 19.1.
30.3 The amended User T&C will be made available to Users at https://www.beel.com.
31. FINAL PROVISIONS
31.1 If individual provisions of these User T&C are entirely or partially invalid or unenforceable or if they contain a gap, this shall not affect the validity of the remaining provisions. In place of unenforceable or missing provisions, statutory law shall apply. Otherwise, Beel and the User will agree on a valid provision that comes as close as possible to the economic intent of the invalid or unenforceable provision if supplementary contract interpretation is not possible or takes precedence.
31.2 These User T&C, their interpretation, and all non-contractual obligations arising in connection with them are subject to German substantive law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
31.3 The exclusive place of jurisdiction for all disputes arising from and in connection with this contract, including its validity, is Chemnitz, except in disputes with consumers, unless the User has moved their residence or habitual residence outside the scope of the German Code of Civil Procedure (ZPO) or their residence or habitual residence is unknown to Beel at the time of filing a lawsuit.
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Last updated: August 6, 2026