Terms and Conditions
General Terms and Conditions of Marvest GmbH, Hamburg, for using the website www.marvest.de
Marvest GmbH, Elbchaussee 370, 22609 Hamburg (“Platform Operator”) operates an internet platform (“Platform”) at www.marvest.de, allowing investors to invest in companies.
On the Platform, companies (hereinafter also referred to as “Issuers”) can introduce themselves to potential investors and provide them with information on the planned financing (the presentation of this information on the Platform also referred to as “Financing Project”). On the basis of this information, potential investors are given the opportunity to invest in the financing of the respective project. Usually, this will be done through a large number of special-purpose, qualified subordinated loans (“Loans”). These partial loans are concluded directly on the Platform in legally binding electronic form.
In order to get access to the information and the Financing Projects as well as to possibly conclude loan agreements, potential investors have to register on the Platform.
Any use of the Platform by (potential) investors (“Users”) shall be governed exclusively by the General Terms and Conditions (“GTC”) set out below.
I. Area of application
1. By using the Platform, a contract is concluded between the User and the Platform Operator, which is exclusively subject to the following GTC. This agreement between User and Platform Operator provides the framework for using the Platform for information purposes and for the mediation of individual loan agreements between investors and Issuers by the Platform. Both the use for information purposes and the mediation of the loan agreements is free of charge for Users. Each intermediation process represents a financial service, but not the use of the Platform for information purposes which precedes the intermediation. The GTC apply to all content, functions and other services made available on the Platform.
2. The legal relationship between Platform Operator and Issuer is not subject to these GTC. It is governed by cooperation agreements to be concluded separately. Neither is the legal relationship between the Issuer and the User subject to these GTC. This is governed by loan agreements to be concluded separately and by the General Terms and Conditions of the Loan.
3. There is no entitlement to registration and use of the Platform. The Platform Operator is always free to reject a User without giving reasons.
1. In order to use the Platform to its full extent, registration is required. Registration as a private individual is permitted for natural persons who have reached the age of 18, are legally competent without restrictions and are resident in Germany. Non-natural persons must be domiciled in Germany. Investors must act on their own account. Multiple registration of the same person is not permitted.
2. The registration has to be made with complete and truthful information of the requested data.
3. In order to be able to accept a contract offer from an Issuer as a User, it is also necessary to provide complete and truthful information on the investor-specific data requested during or after registration.
4. After completing the registration, the Platform Operator sends a confirmation e-mail to the User. By clicking the link provided there, the registration is completed. After conclusion of the contract, the user can view and change his data at any time under “My account”.
5. Registration by providing incorrect data or the provision of incorrect investor-specific data is not permitted and leads to the exclusion of the user from the platform.
6. The User undertakes to ensure that during the period of use of the Platform all information provided is always true and up to date.
7. The User undertakes to ensure that his access data, in particular his password, are not made available to third parties. Only the User is responsible for all actions that are carried out via his/her user account. If there are indications of misuse of the user account or third parties have nevertheless gained knowledge of the access data, the User is obliged to inform the Platform Operator immediately.
8. The Platform Operator will not pass on the User’s access data to third parties and will not request these data from the User by e-mail or telephone.
III. Right of withdrawal for consumers regarding the registration
Right of Withdrawal
You have the right to revoke this contract within fourteen days without giving reasons.
The revocation period shall be fourteen days from the date of conclusion of the contract.
In order to exercise your right of withdrawal, you must inform us, Marvest GmbH, Elbchaussee 370, 20355 Hamburg, Germany, e-mail: firstname.lastname@example.org of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter sent by post, fax or e-mail).
In order to comply with the revocation period, it is sufficient for you to send the notification of the exercise of the right of revocation before the expiry of the revocation period.
Consequences of the revocation
If you revoke this Agreement, we shall reimburse you immediately and no later than fourteen days from the date on which we received notice of your revocation of this Agreement for all payments we have received from you, including delivery charges (other than additional charges arising from your choice of a method of delivery other than the cheapest standard delivery offered by us). We will use the same means of payment used by you in the original transaction for such refund, unless expressly agreed otherwise with you and in no event will you be charged for such refund.
If you have requested that the Services be commenced during the withdrawal period, you shall pay us a reasonable amount equal to the proportion of the Services already provided up to the time you notify us of the exercise of the right of withdrawal in respect of this Agreement in relation to the total amount of Services provided in the Agreement.
End of the revocation instruction
IV. Services of the Platform Operator and use of the Platform
1. The Platform Operator offers Users the opportunity to contact Issuers via the Platform.
2. The Platform Operator offers Issuers the opportunity to make information and documents available to potential investors via the Platform. In addition, the Platform Operator offers Issuers the opportunity to submit a legally binding offer to conclude a loan agreement with potential investors via the Platform and to conclude such agreements. In this context, the Platform Operator limits itself to providing the technical framework for concluding the contracts, organising the dispatch of documents, sending declarations of intent as a messenger and providing the Issuers with certain other services in connection with the initiation and execution of the loan agreements (in particular contract management and payment monitoring). Additional services are not provided by the Platform Operator. In particular, the Platform Operator does not have its own discretion regarding the conclusion of contracts or the control of the financing process, does not itself become a party to the loan agreements, does not act as an authorised representative of a party when concluding these contracts and does not accept payments within the framework of the mediated contracts. The Platform Operator does not provide services that require a permission under the German Banking Act (Kreditwesengesetz), the German Investment Code (Kapitalanlagegesetzbuch) or the Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz). Payments are processed exclusively via a payment trustee (licensed payment institution).
3. The use of the Platform is free of charge for the User.
4. The Platform Operator does not provide any consulting services. In particular, no financing and/or investment advice or tax and/or legal advice is provided. The Platform Operator only carries out an examination according to formal criteria prior to the presentation of an Issuer’s Financing Project on the Platform. The presentation of the Financing Project on the Platform does not constitute an investment recommendation. The Platform Operator does not assess the creditworthiness of the Issuer and does not check the information provided by the Issuer for its truthfulness, completeness or timeliness. The Platform Operator does not make any personal recommendations to Investors regarding the purchase of financial instruments on the basis of an examination of the personal circumstances of the respective investor. Unless the User gives his separate consent to the collection of data, the personal circumstances of the User will only be requested to the extent that this is either necessary to process the contractual relationships or – within the framework of investment intermediation – as required by law. In the context of investment intermediation, this is done with the aim of providing the legally prescribed information, but not with the aim of making a personal recommendation to the investor to purchase a particular financial instrument.
5. The documents made available on the Platform do not claim to contain all the information required for the assessment of the investment offered. They do not constitute a prospectus in the legal sense. Users should take the opportunity to ask the Issuer questions via the Platform before making an investment decision. Users should obtain information from independent sources if they are unsure whether they should enter into a subordinated loan agreement. Expert advice cannot be replaced by the documents provided on the Platform. Users should inform themselves about the legal, economic and tax consequences of such an investment before concluding a qualified subordinated loan agreement. In the case of qualified subordinated loans, Users as lenders bear an entrepreneurial risk that is higher than the risk of a regular lender. The loan capital including the interest claims cannot be reclaimed due to the qualified subordination if this would lead to insolvency for the borrower. This can lead to the total loss of the invested capital and interest. Users should pay attention to the detailed risk notes.
7. The respective loan amount can be freely selected by the User within the given framework. For an investment, the User may only use his own liquid funds that are free of third-party rights.
8. Comments by Users that are posted on the Platform or the associated blogs etc. and are inappropriate or violate applicable law are not permitted and will be deleted immediately. Violations of this provision may result in the User being liable for damages and in the immediate exclusion of the User from the use of the Platform.
An investment via the Platform proceeds as follows:
1. A potential investor registers as a User of the Platform and obtains information about the Financing Projects. He uses the information and documents provided by the respective Issuer for this purpose.
2. To conclude a loan agreement, the User accepts the offer submitted by the Issuer in the amount selected by the User via the process provided for this purpose on the Platform (“Subscription”).
3. The legal obligations from the loan agreement become effective with the User’s subscription declaration and payment of the partial loan amount owed by the User becomes due. The User shall pay the amount into an escrow account with debt-discharging effect towards the Issuer. The details are regulated in the respective loan agreement.
4. In the event of an effective revocation of the loan agreement or if a financing threshold is not reached (minimum total subscription amount within the respective financing, if provided for in the respective loan agreement), the Issuer will ensure that the User is retransfers his partial loan amount back from the trust account to his deposit account without deductions or costs; this shall not affect any obligation to pay compensation in the event of revocation by the User. Otherwise – in the event of successful financing – the loan amount will be paid out from the escrow account to the Issuer in accordance with the details of the respective loan agreement.
VI. Duration and termination
1. The contract existing according to these GTC is concluded for an indefinite period of time. It can be terminated at any time by the User or the Platform Operator with one week’s notice to the end of the month. The right to extraordinary termination remains unaffected.
2. Notices of termination by the User are to be sent by e-mail to email@example.com. The User shall be informed by e-mail to the last e-mail address stored on the Platform of any notices of termination by the Platform Operator.
3. It is clarified that a termination of this agreement does not affect existing contractual relationships between Users and companies, in particular existing loan agreements.
The Platform Operator aims to offer a comprehensive accessibility of the Platform within the scope of what is technically feasible and economically reasonable. However, the Platform Operator does not assume any guarantee for this. In particular, maintenance work, security and capacity reasons, technical conditions and events outside the control of the Platform Operator may lead to temporary or permanent unavailability of the Platform. The Platform Operator reserves the right to restrict access to the Platform at any time and to the extent necessary, e.g. to carry out maintenance work.
The User is not entitled to pass on or reproduce any documents, information and records which the User has downloaded from the Platform. Information and documents that are publicly accessible are excluded from this obligation. This obligation also applies indefinitely beyond the temporal use of the Platform as well as upon termination of this agreement. If a user violates this obligation, this may lead to a liability for damages.
IX. Data protection
The collection and use of the User’s personal data takes place exclusively within the framework of the statutory provisions, in particular with due regard to the applicable data protection law. Further information can be found in the separate data protection declaration of the Platform Operator at www.marvest.de/datenschutz.
1. The liability of the Platform Operator for contractual breaches of duty as well as for tortious liability is limited to intent and gross negligence.
2. In addition, the Platform Operator shall only be liable in the event of simple negligence for breach of such essential contractual obligations, the fulfilment of which is essential to the proper execution of the contract and the observance of which the User may regularly rely on (“Cardinal Obligations”). The liability for Cardinal Obligations shall be limited to such typical damages and/or such typical extent of damages as was foreseeable at the time of conclusion of the contract.
3. The above restrictions also apply to legal representatives, executives, employees or vicarious agents of the Platform Operator.
4. The above limitations do not apply to liability arising from injury to life, limb or health and in accordance with the German Product Liability Act (Produkthaftungsgesetz) or in the event of express guarantees being assumed by the Platform Operator.
5. The Platform Operator is neither liable for the information provided by the Issuers on the Platform nor for the validity of the loan agreements concluded between the User and the Issuer. The information provided on the Platform by Issuers about themselves is based exclusively on statements and documents of the Issuers themselves. The responsibility for ensuring that this information is accurate, up-to-date and complete lies solely with the respective Issuer. The Platform Operator does not check the information provided.
6. The website of the Platform Operator contains links to external websites of third parties. The Platform Operator has no influence on the contents of these directly or indirectly linked websites. The respective provider or operator is always responsible for the correctness of the content, which is why the Platform Operator does not assume any guarantee in this respect. The Platform Operator has checked the external websites for possible legal infringements at the time of linking. At the time of linking, no infringements of the law were discernible. The Platform Operator cannot constantly check all contents of the pages linked by the Platform Operator without actual indications of a violation of the law. If the Platform Operator becomes aware of any legal violations, the Platform Operator shall immediately remove the corresponding links.
XI. Final provisions
3. The place of jurisdiction for all legal disputes arising from this contractual relationship with Users who are merchants or do not have a general place of jurisdiction in Germany or another EU member state is the registered office of the Platform Operator. In all other cases, the legal place of jurisdiction shall apply.
4. Should individual provisions of these GTC be or become void, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. In this case, the parties shall be obliged to replace the void, ineffective or unenforceable provisions with provisions that come closest to the purpose pursued by the void, ineffective or unenforceable provisions in a legally permissible manner. The same shall apply in the event of loopholes.
5. The European Commission has launched a European Online Dispute Settlement Platform at http://ec.europa.eu/consumers/odr/. A consumer can use this Platform to settle a dispute arising out of an online contract with a company established in the EU out of court. To do so, they must complete an online complaint form available at the above address.
6. Please note that the following body is responsible for consumer mediation: Conciliation body at the Deutsche Bundesbank, Postfach 11 12 32, 60047 Frankfurt am Main, www.bundesbank.de/schlichtungsstelle. We take part in a dispute resolution procedure before this consumer arbitration board.
Marvest GmbH – Status December 2019