Website Terms of Use

 

 

Valid as of 1 August 2017 until further notice.

 

 

1.  Scope of application of the website terms of use 

 

Springvest Oy (Business ID: 2492165-6) (”Springvest” or the ”Service Provider”) maintains the sprinvest.fi website. The authority supervising Springvest is the Finnish Financial Supervisory Authority, Snellmaninkatu 6, P.O. Box 103, 00101 Helsinki, Finland, telephone +3589 183 51 (switchboard). For further information, please visit: www.finanssivalvonta.fi.

 

These website terms of use (hereinafter, the ”Terms”) shall be applicable to the use of the online services provided on Springvest’s website (hereinafter, the ”Service”), as well as to electronic dealings with Springvest. The purpose of the service is to maintain a service through which growth companies can find investors and investors can find growth companies.

 

The Terms shall be applicable when a registered user (hereinafter, the ”User”) accesses the Service. Furthermore, the Terms shall be applicable to the use of the Service by a registered user identified via Visma Sign electronic bank identification (hereinafter, ”Identification”). A user registered via Identification shall hereinafter be referred to as the ”Client”.

 

These Terms shall be applicable between the Parties at a minimum until the User’s user ID has been removed from the Service. Furthermore, the investment services provided by Springvest shall be subject to the Investment Service General Terms and Conditions in force from time to time, available at Springvest’s website. In the case of any discrepancies between the Terms and the Investment Service General Terms and Conditions, the service-specific terms and conditions shall prevail over the Terms. The Terms shall be applicable to both the Client and the Client’s representative using the Service on behalf of the Client (hereinafter, the ”Representative”) accessing the Service.

 

 

2.  Services provided by Springvest

 

Springvest may have subsidiaries, associated companies and co-operation partners (”Other Service Providers”). The User and the Client understand and agree that also Other Service Providers may provide the Service.

 

Springvest and the Other Service Providers shall have the right at any time without any separate notice to modify the form, nature, content and availability of the Service. Also the Terms are subject to change, and Springvest advises you to review the valid Terms in force from time to time. Any material changes to the Terms shall be announced on Springvest’s website.

 

Springvest may cease or discontinue the provision of the Service (or features contained by the Service) to the users subject to Springvest’s sole discretion, without any separate notice. The User and the Client may discontinue using the Service at any time without informing Springvest separately of same.

 

Springvest may offer, transmit or market in the Service chargeable or free-of-charge services produced or offered by Other Service Providers. The services of Other Service Providers shall be offered, transmitted and marketed to the users as such and without obligation. Springvest shall not be liable for any damage incurred from any error in the service produced or provided by Other Service Providers, such as incorrect information, delayed service or service availability. In addition to these Terms, the User and Client agree to comply with any special contract terms, limitations of liability and instructions of Other Service Providers.

 

 

3.  Use of the Service and licenses 

 

 

3.1  Identification and acceptance of the Terms 

 

Using the Service is subject to the Client registering as a user of the Service via Identification. The Terms must be accepted in connection with the Identification. Acceptance of the Terms is a prerequisite for using the Service. The Service may also not be used, if the User is not of the required age, or legal capacity to conclude binding agreements with Springvest, or if the User is prevented from receiving the Service under Finnish law or the laws of any other countries. In registering as a user of the Service, the Client shall create for themselves a user ID and password for using the Service.

 

The Service may only be used to a limited extent on the basis of registration. Utilisation of Springvest’s Service always requires for the Client to identify themselves to Springvest and to sign the documents via Identification. Springvest may prevent the Client’s Identification using technical means, in case it deems there to be a justified cause for same. The user ID and password are personal, and they must not be disclosed to any other person. The Client agrees to retain the user ID and the password in such a manner that third parties are not able to gain knowledge of or utilise same. The password must always be retained separately from the user ID.

  

In case the Client has lost their user ID and/or password, the Client must immediately notify Springvest by email of the loss of their user ID and/or password.

 

The Client’s Identification is the tool for the electronic identification and electronic signature of a natural person in the Service. The Identification is personal and must not be disclosed to any third party. The Identification is the equivalent of the Client’s own signature and the Client shall be liable for any and all actions effected in the Service. Any commitments, orders and other expressions of will made by means of Identification are binding upon the Client.

 

The Client accepts that Springvest is in no way a party to the agreement pertaining to the use of Identification. The Client shall be liable for the validity of Identification and for the use of the Service being prevented due to any blocking, disruption or discontinuation of the use of the Service. The Client shall be liable for any damage incurred from the unlawful use of the identifiers pertaining to the Identification until the Client has informed Springvest of the absence of same, and Springvest has had a reasonable time period to prevent the use of the Service using the Client’s Identification. 

 

Nevertheless, the Client shall be liable for any damage incurred from a third party gaining knowledge of the information, in case the Client or Representative has retained their identifiers pertaining to Identification carelessly, or with their other actions contributed to a third party gaining knowledge of the information. However, in circumstances where the identifiers pertaining to Identification have been lost, the Client must promptly notify also the party that has provided the identifiers in question to the Client of such loss. Springvest shall have the right to rely upon any actions carried out using the said identifiers until the party that has provided the identifiers has blocked the use of same.

  

 

3.2  Approval and cancellation of the Clientship

 

In order for the User to be able to use the Service, Springvest must approve the User as a Client. For the purposes of the approval, the User must create the Clientship, provide the requested information and confirm their identity through Identification.

 

Springvest is under the know-your-client obligation stipulated under the Finnish Act on Preventing Money Laundering and Terrorist Financing (the ”Money Laundering Act”). The User and the Client acknowledge that Springvest may request information for the purposes of fulfilling its statutory know-your-client obligation. In the case of a failure to provide correct and complete information required for the fulfilment of the know-your-client obligation, Springvest may prevent or restrict the use of the Service, for instance, by freezing the assets that the transaction in question pertains to in order to obtain the requisite information. Springvest shall have the right to cancel any approval of a Clientship for any reason whatsoever and at any time without any separate notice. The User and the Client acknowledge that if the Clientship is cancelled, the User and Client shall not be able to access the Service, user information, files or other content.

 

 

3.3  Appropriateness test

 

Springvest conducts an appropriateness test for all investor Clients using the Service (hereinafter, the ”Investor”) intended to ascertain whether a financial instrument is appropriate for an Investor. The investor must answer questions regarding, inter alia, their investment knowledge and history and their financial standing at any time after the creation of the Clientship, however, no later than in connection with making the first investment.

 

 

3.4  Devices and software used by the User and Client

 

The Client and User shall be liable for ensuring that they possess the devices, software and systems required for the use of the Service and the appropriate information security, such as terminal devices, browsers and connections, including data communications connections.

 

However, Springvest cannot guarantee that the Service can be used with the Client’s or User’s devices, software, systems or connections. Springvest shall have the right to discontinue the provision of the Service, if the devices, software or telecommunications connections utilised by the Client or User, or the Client’s or User’s method of using same in Springvest’s view jeopardise the security or functioning of the electronic services or of any other services provided by Springvest.

 

 

3.5  Usability of the Service

 

Springvest does not guarantee or assume any liability for the Client’s or User’s connection functioning as expected or for the Service being available at all times and without disruption. Springvest shall have the right to suspend the provision of the Service for the duration of necessary maintenance and servicing measures. To the extent possible, Springvest shall announce all forthcoming maintenance and servicing measures in the Service or on their Website. The Client and User acknowledge that the Service being provided may not be available to the Client or User at all times, in case the impediment to the provision of the Service is attributable to a disruption in information systems or telecommunications, or an overload of telecommunication or data networks or an impediment that considerably complicates Springvest’s operations without Springvest being able to affect the occurrence or persistence of the impediment without difficulty.

 

Any complaints regarding the Service must be made to Springvest without any delay and latest within two (2) weeks of the time the Client detected or should have detected the basis for the complaint.

 

 

4.  Intellectual Property Rights

 

Springvest shall own all rights to the Service, including all intellectual property rights pertaining to the Service, unless stated otherwise. Unless agreed upon in writing with Springvest, the Terms shall not entitle to the use of Springvest’s trade names, trademarks, service marks, logos or domain names.

 

Lending, copying, recording, modifying, altering, assigning, transferring, other exploitation or utilisation of the content of the Service (such as data files, text, software, audio files, music, photographs and videos) or any part thereof even in part without Springvest’s prior written permission is strictly prohibited.

  

 

5.  Information provided in the Service and risk warning 

 

None of the information presented in the Service should be understood to constitute an offer to purchase or sell investment objects or any other recommendation in relation to investment action. The information presented is also not related to the investment objectives, financial standing or specific needs of any single recipient. Furthermore, the Client acknowledges that in relation to the target companies, the information presented in the Service often relates to the anticipated future business and result. Owing to their nature, forward-looking statements pertain to uncertain matters and may be impacted by a variety of factors, including factors beyond the control of the target company. In making decisions regarding investment action, the Client must base their decision upon their own research and evaluation of the factors impacting the value of the investment object and of the risks related to the investment decision. The Client shall always be responsible for making its own investment decisions and for the financial outcome of same. Unless otherwise provided by mandatory legislation, Springvest shall not be liable for the content of any information presented and published in the Service, for the correctness of the presented information or for any errors or delays in same.

 

Investing in a target company in its growth stage entails considerable risks, and in the case of materialisation of same the Client may lose all or part of their invested capital. The past performance of a financial instrument is no guarantee of its future development. The price formation of financial instruments may not be reliable, and Clients may not be able to sell financial instruments at the desired time or at all. Consequently, no functioning market is created for the financial instruments. In its capacity as an unlisted company, the target company also is not under a similar disclosure obligation stipulated for under the law or the rules of the stock exchange towards its shareholders as listed companies. Furthermore, the financial instruments may lack voting rights and the administrative rights of the owner of a financial instrument are very limited. Target companies are typically growth companies in their start-up phase. According to general consensus, an average of 1/10 of investments made into growth companies generate a good or excellent return, 4/10 generate a moderate return and 5/10 fail at least in part. The target companies may not yet have any significant amount of turnover or operating profit, but, rather, their value is largely based upon future expectations that may not materialise. Owing to the lack of any established operations of the target companies, a subscription for target company shares is associated with risks that are considerably higher than investments made into more developed companies.

 

In no respect shall Springvest act as the Client’s advisor in evaluating any taxation, accounting, legal, financial or other risks but, rather, the Client must contact an expert, if necessary.

 

 

6.  Limitation of liability

 

The User and Client understand and acknowledge that under no circumstances shall Springvest be liable towards to User and/or Client for:

 

a) any direct, indirect, immediate or consequential damage incurred by the User and/or Client. The aforementioned may include lost profits, loss of reputation or goodwill, loss or disruption of business, loss of information, costs of procuring substitute products or services, costs incurred from claims presented against the Client under an agreement between the User and/or Client and a third party, or a failure to carry out same, or other third party claims; 

 

b) any indirect or direct loss or damage incurred by the User or Client, including losses or damage attributable to the User or Client acting in reliance upon the completeness, accuracy or existence of any information found in the Service, or caused by the content downloaded by the User and/or Client being deficient, erroneous or incomplete. 

The User and Client shall be themselves responsible for their use of the Service, including, without limitation, the investments they make through the Service.

 

The publication of financing rounds in the Service does not signify that Springvest is endorsing an investment object, or that Springvest considers the investment object in question to be a recommendable investment object.

 

 

7.  Amendments to the Terms

 

Springvest shall have the right to amend these Terms. The amended Terms shall be applicable to agreements already in force, provided the Client has been informed of such amendments.

 

 

8.  Assignment

 

The agreement shall inure to the benefit of the parties thereto and to their legal successors. The Client shall not have the right to assign their rights and obligations under the agreement to any third party without Springvest’s consent. Springvest shall, however, have the right to assign either all or part of its obligations under the Terms and the agreements to a company belonging to the same group of companies as Springvest, without the Client’s consent.

 

 

9.  Validity and termination of the agreement

 

The agreement concerning the Service shall remain in force until further notice. The Client may terminate the agreement to end seven (7) days from the termination. Springvest may terminate the agreement to end after one (1) month of the termination. The termination notice must be made by email. Springvest shall complete any orders or service requests made during the validity of the agreement. The Client shall be liable for any liabilities and obligations pertaining to this agreement and to any orders and service requests made in the Client’s name during the termination period. The parties shall have the right to terminate the agreement without any termination notice period, in case (i) a party has materially failed to fulfil its contractual obligations or otherwise materially breached the terms of the agreement or has evidently misused the Service; (ii) a party is placed in corporate restructuring proceedings, liquidation, bankruptcy or in case there is otherwise a justified cause to assume that the other party has become insolvent; (iii) an individual Client dies. Springvest shall furthermore have the right to immediately rescind the agreement, in case the provision of the Service to the Client has been suspended in accordance with these Terms for a cause attributable to the Client.

 

 

10.  Dispute resolution and governing law 

 

Any disputes between the parties concerning the Service shall be resolved in the Helsinki district court. This agreement shall be governed by the laws of Finland.