Bulletin Board Terms & Conditions

These Bulletin Board Terms and Conditions constitute a legal agreement between you, as the user of Bulletin Board and SEEDBLINK S.A as the owner of the Platform and crowdfunding service provider with registration no. in registry of the Romanian Financial Supervisory Authority PJR28FSFPR/400001/03.11.2022. Throughout these General Terms and Conditions, we will refer to you as "you" or "your", and we will refer to SeedBlink S.A. as "we", "us" or "SeedBlink".

1. Application

These Terms & Conditions set out the general terms and conditions governing your use of the Bulletin Board. They apply to you as soon as you first use the Bulletin Board and you are deemed to have agreed to be bound by them upon your first use of the Bulletin Board. If you do not wish to be bound by these Terms & Conditions, please do not use the Bulletin Board.

2. Relationship to Other Agreements

In addition to these Terms & Conditions, you and we may enter into several other contracts. For example, by using the Platform, you are deemed to have agreed to our General Terms & Conditions. Our Privacy Policy and Cookie Policy located on SeedBlink website set out the details of how your personal data will be processed by us following your use of the Platform. These and other agreements you may enter into, and notices you are provided with from time to time in connection with your use of the Platform, referred to as "Platform Documents", are intended to be consistent with each other and should be read and interpreted together, but if a conflict arises, the terms of any agreement to which you agree after these Terms & Conditions will prevail over the terms of these Terms & Conditions, while the terms of these Terms & Conditions will prevail over the terms of any agreement to which you agreed to or notices you were provided with before these Terms and Conditions.

3. Use of the Bulletin Board

The Bulletin Board operates as a bulletin board which allows SeedBlink members to advertise interest in buying and selling transferable securities that were originally offered on the platform. Specifically, the Bulletin Board enables you to make requests to other SeedBlink members to sell or buy (i) shares held in SPVs and/or (ii) beneficial ownership of shares held via Nominee Company ("Shares").

The Bulletin Board (i) is not used to bring together buying and selling interests by means of the SeedBlink protocols or internal operating procedures in a way that results in a contract and (ii) does not consist of an internal matching system that executes client orders on a multilateral basis.

A request to sell or buy Shares does not create a legally binding right or obligation.

Each trade will require the execution of an assignment agreement between the Seller and the Buyer.

For the transfer of Shares held in the SPV either (i) a Resolution of the Shareholders approving the transfer and an update to the articles of association of the SPV – for SPVs incorporated as limited liability companies, or (ii) execution of the updated Shareholders Register – for SPVs incorporated as joint-stock companies, will be required.

For the transfer of Shares held via Nominee Company, Buyer is bound to accede to the same service and nominee agreement the Seller acceded to (“Service and Nominee Agreement”), according to the provisions of such Service and Nominee Agreement and the General Terms & Conditions.

The price of the Shares (net of fees) shall be wired to the Seller in the bank account indicated by the latter in the assignment agreement. Upon receipt of the price by the Seller, transfers shall be registered with the Trade Register, in case of Shares in SPVs, or within the Nominee Company in case of Shares held via Nominee Company. The registration in the Trade Register takes place during a Bulletin Board Event and may take up to 60 days.

The Bulletin Board is not available for transfers of shares held outside the SPV/Nominee Company structure.

The decision to sell or to buy is the Sellers’/Buyers’ alone and they are the only ones responsible for such decision.

The Sellers and the Buyers will be able to sell and buy as per the paragraphs below.

SeedBlink shall have absolute discretion as to who is permitted to use the Bulletin Board and may deny access to this service. For example, if Seller has unpaid debts towards Seedblink or Nominee Company, they may be denied access until such debt is settled. Furthermore, restrictions in respect to transfer of Shares may apply and the Buyer may be required to be pre-approved by the Project Owner.

Pricing. SeedBlink will charge each of the Seller and the Buyer a transaction fee of 3% of the Transaction Price for the Shares (but not less than EUR 30) for trades successfully completed using the Bulletin Board, as stated on the Platform and as described in paragraphs below (“Transaction Fee”). For the Buyer, the Transaction Fee includes the first-year nominee fee (as defined in the Service and Nominee Agreement). The Seller will also be charged the amount of the Success Fee (i.e., carry) agreed in the investment agreement executed with SeedBlink, applied to the profit made from the sale of the Shares. Transactions towards affiliates shall be charged a flat Transaction Fee in amount of EUR 100. As of completion of the transaction, the Buyer shall be bound to the relevant Service and Nominee Agreement and to our General Terms & Conditions, including in respect of applicable fees related to holding the acquired Shares. The Transaction Fees do not include VAT.

Payment. Transaction Fees shall be paid within maximum 5 business days as of receipt of notice to pay. Failure to settle the Transaction Fees within the deadline triggers delay penalties in amount of 0.1% per day of delay.

4. Selling Shares

You may post your intention to sell Shares from your Portfolio at any time. In your Portfolio you will be able to see what Shares are eligible for the Bulletin Board at that time and, when posting in the Bulletin Board, you will need to accept these Terms & Conditions.

According to the ECSPR, to sell the Shares, you have to make available to the Buyer, the key investment information sheet of the Project Owner you indirectly hold the Shares in.

The steps for selling Shares are:

I. Defining the intention to sell:

1. From your Portfolio, select the Project Owner for which you wish to sell your Shares;
2. Establish the price per Share that you want to receive;
3. Choose the number of Shares you want to sell;

Please note that the price for all the Shares that you wish to sell must be at least EUR 100.

Selling your Shares will depend on buyer demand, and it is possible that you will not be able to sell your Shares.

II. The offer:

You may only receive offers from Buyers that are onboarded members of the Platform and they can choose to buy all or part of the Shares that are up for sale.

Once the offer is received, it must be accepted, declined, or met with a counteroffer.

Upon accepting the offer and a part of the number of Shares is sold, the number of Shares that remain available for sale will be updated.

To execute the transaction, both Seller and Buyer will sign all necessary documents that will reflect the transfer (including, but not limited to assignment agreement, deed of accession to the Service and Nominee Agreement, shareholders register, updated articles of association and shareholders resolution, as may be required depending on whether an SPV or the Nominee Company has been used for the investment).

If you accept an offer and you do not sign the assignment agreement within 5 calendar days, you will not be able to post another intention to sell your Shares.

In accordance with the assignment agreement, the Buyer will transfer the price for the Shares, and we will send the invoices for our services to both Seller and Buyer. Failure to pay the invoices within the indicated deadline will result, upon sole discretion of Seedblink, in a ban from using the Bulletin Board.

After signing all necessary documents for changing the ownership, Seedblink will facilitate the entire process of registering the new ownership in the relevant registers.

5. Buying Shares

Only the members of the Platform that have been onboarded may have access to the Bulletin Board.

If you are not already an investor in a project, it may be necessary to sign a NDA in respect to the information you may receive related to the Project Owner or you may need to be pre-approved by the Project Owner.

Defining an offer to buy:

1. Select the Shares you wish to buy. You may define a price per share and the number of Shares you wish to buy.
2. The offer may be accepted or declined by the Seller or negotiated if the Seller wishes so.

A “first come first served” basis shall apply, meaning that if you were the first to make an offer to buy, you will have priority to buy the Shares from the Seller.

In the event that no offer to sell is available on the Bulletin Board, you can create a buy request.

SeedBlink does not perform any due diligence in respect of the Project Owners where the Shares available on the Bulletin Board are held in. The only information provided by SeedBlink to Buyers is on the relevant Bulletin Board webpage. SeedBlink takes no responsibility for any other information you obtain to make your decision to buy Shares on the Bulletin Board. SeedBlink will not accept liability for any claims, losses or damages you suffer as a result of not undertaking your own due diligence.

6. Personal Data

Our Privacy Policy will apply and we may be required to share certain of your personal data (name, address, email address and user number) with the other party and/or with the Project Owner in order to complete the process.

7. Tax

Buying and selling Shares on the Bulletin Board may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any gains you receive from your investments. Payment of taxes is entirely your responsibility and save as otherwise required by Romanian law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability. If you have any questions with respect to tax matters, you should consult a professional tax advisor.

8. Liability

We shall not be liable in connection with any error or inaccuracy in the data entered by you or another SeedBlink member or any misrepresentation or willful misconduct or any other act of another SeedBlink member. We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

9. Survival

When any or all Platform Documents are terminated, irrespective of the reason thereof, all of the legal rights, obligations and liabilities that have accrued over time whilst the Platform Documents have been in force or which are expressed to continue indefinitely, shall be unaffected by this cessation, unless otherwise provided in the Platform Documents.

10. No Waiver

In the event that either you or we fail to exercise any right or remedy contained in these Terms & Conditions, that does not mean you or we (as applicable) have waived that right or remedy.

11. Communications

If you wish to communicate with us about anything related to these Terms & Conditions, you may do so by sending an email to notices@seedblink.com.

12. Updates of the Terms & Conditions

From time to time, we may update these Terms & Conditions as a consequence to legislation changes or for any other reason. We will post the updated version of the Terms & Conditions on the Platform, and as soon as you use the Bulletin Board after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms & Conditions to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

13. Governing Law and Disputes

These Terms & Conditions and the relationship between you and SeedBlink created by them shall be governed by and construed in accordance with the laws of Romania without regard to its conflict of law rules.

Any dispute in connection with these Terms & Conditions shall be submitted to the exclusive jurisdiction of the competent courts from SeedBlink’s headquarters.

14. Definitions

“Buyer” means the individual or entity who wishes to buy Shares from the Seller;

“ECSPR” means EU Regulation 2020/1503 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937;

“Platform” means SeedBlink equity crowdfunding platform located at www.seedblink.com;

“Platform Documents” has the meaning ascribed to it in clause 2 above;

“Project Owner” means, in respect to a trade, the company where Seller holds Shares directly or via SPV;

“Bulletin Board” means the bulletin board operated by Seedblink according to article 25 of the ECSPR;

“Bulletin Board Event” means the time period beginning on the end of each quarter and ending within 30 calendar days, during which transfers of Shares in SPVs are registered with the Trade Register;

“Seller” means the individual or entity holding Shares in a Project Owner, who wishes to sell to Buyer;

“Service and Nominee Agreement” has the meaning ascribed to it in clause 3 above;

“Shares” has the meaning ascribed to it in clause 3 above;

“SPV” means a special purpose vehicle used in order to indirectly invest in the Project Owner;

“Transaction Fee” has the meaning ascribed to it in clause 3 – Pricing paragraph above;

“Transaction Price” means the price per Share that the Seller and Buyer agreed upon for executing the transaction;

“Nominee Company” means Seedblink Nominee GmbH, registered with the Austrian Trade Registry under no. FN 591831s, with its business seat in Donau-City-Straße 7, A-1220 Vienna, Austria – a company holding the legal ownership of Shares in the name and on behalf of the Seller/Buyer.