These Terms and Conditions constitute a legal agreement between you, as the user of the website accessible at the URL address Stock.estate ("Platform") and STOCKESTATE CROWDFUNDING S.R.L., a company incorporated and existing under the laws of Romania, registered with the Trade Registry under no. J40/15666/2022, , fiscal identification number 45170242, and having its headquarters located at 1-3 Lacul Tei Blvd., district 2, Bucharest, Romania, as a crowdfunding service provider through the Platform. Throughout these Terms and Conditions, we will refer to you as "You" or "Your", and we will refer to STOCKESTATE CROWDFUNDING S.R.L. as "We", "Us" or "Stock.estate".
These Terms and Conditions set out the terms governing Your use of the Platform either as an Investor or Developer (as defined below) or users of the Platform who do not register as Investor or Developer (the Investors, the Developers, as well as any other users of the Platform, are all collectively referred to as "Stock.estate Members" and individually "Stock.estate Member").
The Platform is offered subject to Your acceptance of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Our Privacy Notice) and procedures that may be published from time to time on the Platform. When accepted by you, the Terms and Conditions form a legally binding agreement between You and Stock.estate. If You do not wish to continue to be bound by these Terms and Conditions, please stop using the Platform now.
These Terms and any documents We refer to, together with any operating rules and policies form the Agreement between You and Us. We refer to all these documents as the "Agreement".
You expressly agree to these Terms and You acknowledge that We will consider Your access to and use of our Platform as acceptance of these Terms and consequently of the Agreement. You are responsible for checking our website http://www.stock.estate/ periodically in order to review the current version of the Terms and the other operating policies, rules to familiarize yourself with any changes to them.
Please read this Agreement carefully before accessing or using the Platform. By accessing or using any part of the Platform, You agree to become bound by the terms and conditions of this Agreement.
If You do not agree to all the terms and conditions of this Agreement, please do not access or use the Platform.
Stock.estate is not a financial institution, investment bank or a financial advisor or a regulated entity, neither does Stock.estate provide any financial or investment services.
The purpose of the Platform is solely to facilitate the conducting of fundraising rounds ("Fundraising") by companies that develop the real estate projects promoted on the Platform ("Developer"), presented in the key investment information sheets available on the Platform, from the investors interested in investing in the projects ("Investors").
Commitments regarding the reservations in connection with the Fundraising are assumed directly between Developers and Investors, without any advice by Stock.estate. Stock.estate does not at any time take possession of funds and it does not provide payment services.
The Terms and Conditions shall only regulate the relationship between a Stock.estate Member and Stock.estate. Any agreements between Stock.estate Members will be done directly.
Other Agreements and Documents
In addition to these Terms and Conditions, You and We may enter into several other agreements. For example, in case You act as Developer, You may enter into a License and Services Agreement ("License and Services Agreement") with Us.
In case You act as an Investor, You may make a reservation and subsequently enter into a loan agreement each time You make an investment through the Platform ("Loan Agreement").
Our Privacy Notice and Cookies Policy located at www.Stock.estate set out the details of how Your personal data will be processed by Us following Your use of the Platform.
These Terms and Conditions, the Privacy Notice, the Cookies Policy, the License and Services Agreement, Loan Agreement as well as other agreements You may enter into, and notices You are provided from time to time in connection with Your use of the Platform, are hereinafter referred to as "Platform Documents", are intended to be consistent with each other and should be read and interpreted together.
In what concerns the interpretation, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Also, a reference to writing or written is including the email.
For the avoidance of any doubt, in case of conflict between the terms of any agreement which You will conclude subsequently in connection with the investments shall prevail over the terms of these Terms and Conditions. As above-mentioned, by using the Platform, You are deemed to have agreed to our Terms of Conditions.
In order to join Stock.estate as a member, You must be either (a) 18 years of age or over (which We refer to as an individual member), (b) a legal person or other forms of a legal entity (which We refer to as a corporate member). A reference to a company shall include any company, corporation or other entity, wherever and however incorporated or established.
You acknowledge, represent and warrant that:
Non- Eligible. You must inform us as soon as possible in case You cease to be eligible to be a member. If You inform us, or if We otherwise discover, that You have ceased to be eligible as a member, Your Stock.estate membership will be suspended without any formalities.
If subsequently, You become eligible to be again a member and if You inform Us about this matter, Your Stock.estate membership may be reinstated by Us, but solely at our discretion.
Singular Membership. You shall not attempt to create multiple memberships for yourself by using different email addresses or different identifying information. If You attempt to create multiple memberships then We may terminate Your membership without any formalities.
Only Stock.estate members may utilize the services provided by the Platform. Stock.estate reserves the right to deny, suspend or terminate its services to any current or prospective Stock.estate members due to inter alia, but not limited to the following reasons:
in Our opinion, the user is not able to fully comply with this Agreement, as above-mentioned.
the user has committed fraud or a criminal offense;
the user has acted in a way that might affect Stock. estate' s reputation;
the user has provided false or misleading or incomplete information to Stock.estate;
the user does not provide to Stock.estate or to a third provider indicated by Stock.estate all the information needed for Know Your Customer ("KYC") and/or Anti-Money Laundering ("AML") verification, if Stock.estate or the above-mentioned third party deems them necessary or they become required by the applicable legal provisions.
You hereby acknowledge and accept that Stock.estate or any third party above-mentioned may need to undertake certain KYC activities and/or AML verifications, including collecting certain personal data from you, which will be done inter alia when registering the user account with Stock.estate and before any funding of the Developer may be pursued. Upon Stock.estate’s request, You shall provide Stock.estate with all information and documents that Stock.estate or the third party above-mentioned, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML verifications.
Stock.estate reserves the right, at its sole discretion, to make changes to these Terms and Conditions, to modify or replace any part of this Agreement, as defined above. Such changes shall be binding on users of the Platform and shall take effect immediately upon posting. It is Your responsibility to check this Agreement periodically for changes. You hereby agree to observe any changes, variations or modifications to our Terms and Conditions and Your continued use of or access to the Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. If You do not agree to the changes, You must stop the use of the Platform and related services.
We may modify, suspend or discontinue, temporarily all or any part of our services with or without notice, as per Our decision. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance, change, patch the software and/or the services, including without limitation, the structure, specifications, 'look and feel', navigation, features and other elements of the software and/or the services or any part thereof. You agree that We will not be liable to You or to any third party (for whom You may be acting) for any modification, suspension or discontinuance of all or any part of our services or Platform.
If there is a conflict between two versions of the Terms and Conditions that You have agreed or been deemed to have agreed to, the latest version shall prevail, unless expressly provided otherwise.
Our Relationship with You
Stock.estate Membership. Upon execution of these Terms and Conditions, You will become a Stock.estate Member, and You will remain a Stock.estate Member until and unless Your membership is terminated or suspended. Our obligations to You as a Stock.estate member are as set forth in these Terms and Conditions and other Platform Documents.
No Advice. We do not provide advice or recommendations with respect to any aspect of investments and transactions facilitated through the Platform, other than advice on the technical use of the Platform. In this respect, We cannot provide You with any investment, legal, taxation or other advice in connection with Your membership or any investments You make through the Platform, and nothing on the Platform or in any communications (including the marketing communications) which We are sending to You is intended to represent investment advice or a recommendation. In case You need or want any advice, You should consult an appropriate professional financial, legal, taxation or another advisor.
The content and materials available on the Platform and from the communications are for informational purposes only and are not intended to address Your particular requirements.
The content and materials available on the Platform do not constitute any form of investment advice or recommendation by Us, should not be regarded as an offer, solicitation, invitation or recommendation to invest or to sell any participation in any SPV or any other financial or investment services and is not intended to be relied upon by You in making any specific investment or other decisions.
Any data, analyses, or other information contained on the Platform do not constitute investment advice. We shall not be responsible for any loss arising from any investment based on any information or data provided in the Platform.
Location of activities and governing law. In executing these Terms and Conditions, You acknowledge and agree that all activities conducted by Us with You are taking place in Romania, regardless of where You may be physically located at the time You use the Platform or otherwise engage with Us. In this respect, You agree that our activities are subject only to the laws of Romania and not to the laws of any other country in which You may be physically present at any given time, and therefore that any claim You may seek from us must be sought under Romanian law. Although, You agree to comply with all relevant laws and regulations that may apply to Your use of the Platform in any jurisdiction in which You may be located.
Communications. You acknowledge and agree that Your interactions and communications with Us will take place almost entirely through the Platform. There are certain exceptions where We may interact and communicate with You via direct email, telephone, or in-person, but You should expect that You will not be able to communicate with Us via any means other than the Platform.
Access and use of the Platform. Access to the Platform is performed using authentication credentials. The authentication credentials may be a username and password pair, set up by you, or an authentication token provided by an external platform on which You have an account. Your Stock.estate membership is personal to You and is not transferable.
You acknowledge and agree that, when the correct authentication credentials are used, We will assume that You are the person conducting activity on the Platform and not any other person.
Please note that You may have one or more authentication credentials and We may or may not ask You for additional authentication credentials to allow You to perform specific actions on the Platform.
You must not allow any other person or device to access Your authentication credentials (including, but not limited to, sharing or accidentally or whatsoever disclosing Your authentication credentials).
In case You share or disclose Your authentication credentials, You will be fully responsible for all actions on the Platform by the person or device to whom You permitted to access/ disclosed the authentication credentials and by any other person or device to whom that person or device permitted to access, and We will not be liable to You for any losses, damages or costs arising from You permitting access/ disclosing to Your authentication credentials. You should note that We may terminate or suspend Your access to the Platform if You cease to be eligible to use the Platform or fail to observe any of Your obligations provided by the Platform Documents.
As a condition to accessing or using the Platform, You:
Breach of Security. Please note that Your authentication credentials are the methods used by Us to identify You and so You must keep them secure at all times. You must notify Us immediately if You learn or suspect that the security of Your username or password, or of the account or accounts You use to sign in to the Platform, may have been breached. If We receive such a notification from You or determine ourselves that the security of Your authentication credentials may have been breached, please note that You will not be able to access the Platform until measures have been taken to verify Your identity.
Information provided for Your profile. You acknowledge and accept that the information You provide in Your profile will be used to identify You for purposes of communicating with you, fulfill any reporting obligations that We may have to any regulatory or governmental authorities, and conduct any AML, KYC or other verification We or any third party makes on You. If You exercise Your option to make Your profile “public” for certain purposes, it will also be the basis on which other Stock.estate Members will identify you. You must complete the profile truthfully, without any misleading information, and You must keep the information in Your profile up to date.
Content posted on the Platform. You are solely responsible for any content You post on the Platform, including Your profile, information about a business for which You are seeking capital (including the information from Key Investment Information Sheet), information posted in connection with a post-investment process, and any other information You post.
You shall not post, transmit or share information on the Platform that You do not own or have permission to display, publish or post. You agree to indemnify and hold harmless each other Stock.estate member and Us from and against any loss, damages or costs (including sanctions) arising from or in connection with any content You post on the Platform.
Interactions with Other Stock.estate members. Please note that You are solely responsible for Your interactions with other Stock.estate members. We reserve the right to remove any communications that You post that We consider to be abusive, trolling, spam, or otherwise inappropriate.
By making postings or comments available in the bulletin or in any other area of the Platform, as the case may be, You represent and warrant that:
Stock.estate is the owner of the Platform.
The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Platform's page layout, underlying code and software. All rights in text, graphics, logos, icons, images, sound clips, video clips, data compilations, designs, software code, characters, layouts, buttons, color scheme and any other intellectual property rights ("IP") are the property of Stock.estate, our affiliates or third parties with whom We do business, and this means that they are protected by the Law no. 8/1996 on copyright and neighboring rights, the relevant intellectual property laws and other relevant legal provisions.
You may not, without Our prior written consent:
The use of the Platform does not grant You any rights other than those granted to You under these Terms and Conditions. Nothing contained on our Platform or any communications to You shall be construed as granting, by implication or otherwise, any license or right to use any IP without Our prior written consent.
If You create a hyperlink to Our Platform, the hyperlink and context in which it is used may not, without Our prior written consent, suggest an endorsement, sponsorship or affiliation with Stock.estate, its affiliates, and may not make use of any of Our IP other than that contained within the text of the hyperlink.
You will not make use of the URL of the Platform on another website or digital platform without Our prior written consent.
You agree not to monitor, use or copy our webpage without Our prior consent. Any unauthorized use or reproduction may be prosecuted.
Links or references to other websites
The Platform may contain links or references to other websites. Unless We expressly say otherwise, You should assume that these other websites are not under the control of Stock.estate or our affiliates. Any such hyperlinks or references are provided for Your information and convenience only. We have no control over third-party websites and We have no legal responsibility for any content, material or information contained in them.
Additionally, even if We include a link to another website on the Platform, that does not mean that We endorse that other website, the products or the services of such other website or in any way recommend that You should use it. Your use of a third-party website may be governed by the terms and conditions of that third-party website.
With the exception of the specific promises, We make in other Platform Documents to which You are a party, You acknowledge that:
We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programs in order to access the Platform. You should use Your own virus protection software.
The content and materials available on the Platform are for informational purposes only and are not intended to address Your particular requirements, thus We make no warranty or representation (express or implied) that the Platform will meet Your requirements.
No warranty or representation (express or implied) is granted by Us that the Platform will be of satisfactory quality, that it will be fit for a particular purpose, that it will be compatible with all systems. In this respect, We make no guarantee of any specific results from the use of the Platform.
No part of this Platform is intended to constitute advice, and the content of this Platform should not be relied upon when making any decisions or taking any action of any kind. The Platform is provided on a “as is” and "as available" basis. We hereby disclaim all warranties of any kind, express or implied, including, without limitation fitness for a particular purpose and non-infringement. We are not making any warranty that the Platform will be error-free or that access thereto will be continuous or uninterrupted (from time to time, access may be interrupted, suspended or restricted, as indicated below or due to the fact that We are carrying out planned maintenance). You understand that You download from, or otherwise obtain content or services through, the Platform on Your own risk.
We do not promise or guarantee that:
We have the right to limit, on our sole discretion, the availability of the Platform to any person, geographic area or jurisdiction and/or to prohibit Your access to and use of the Platform, at any time.
We may suspend or disable Your access to the Platform if We deem it reasonable to do so, including but not limited to the case that You breach these Terms.
We may remove or amend the content of the Platform at any time.
The access to the Platform may be interrupted, suspended or restricted, in certain cases, including but not limited to: a breach of these Terms by You, an error, unforeseen circumstances, planned maintenance.
We shall not be liable for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
The content and materials available on the Platform do not constitute any form of investment advice or recommendation by Us and is not intended to be relied upon by You in making any specific investment or other decisions. We shall not be responsible for any loss arising from any investment based on any information provided in the Platform.
We shall not be liable for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential or special damages arising from Your use of the Platform or any information contained in it. You are using the Platform and its content at Your own risk.
We Charge Fees in relation to developers who wish to obtain financing for their projects from the investors through the Platform. The fees charged by us in relation to the investments are mentioned in the relevant License and Services Agreement and Loan Agreement.
Provisions Applicable Solely to Investors
Legal Structure of Investment
If You become an Investor on the Platform, You will have the opportunity to invest in the investments available on the Platform.
The investment is realized by the investor (lender) granting a loan in favor of the project developer (borrower) in the amount indicated on the Platform, and later the investor will be reimbursed by the project developer for the borrowed amount and interest calculated based on the interest rate mentioned in the Loan Agreement, according to the principal repayment and interest payment schedule, published on the Platform on the date of payment of the borrowed amount (hereinafter referred to as the "Repayment Schedule"), the Repayment Schedule including the terms and the due amounts.
The project developer will pay the investor an interest at the interest rate mentioned in the Loan Agreement, which will be calculated on the remaining balance of the principal amount borrowed, for each day starting with the date mentioned in the Loan Agreement, until the last day of the loan period (exclusively ). Interest will be calculated based on a 30-day month and a 360-day year.
For the avoidance of doubt, the role of Stock.estate is only to facilitate the conclusion of the Loan Agreement between the investor and the project developer, without Stock.estate acting as a lender to the project developer at any time.
Fundraising Campaign After logging into the Platform You will be able to see the real estate projects available for investment. You will see detailed information about each real estate project, which represents the "Key Investment Information Sheet" or "KIIS". All information displayed on the Platform in connection with the Fundraising campaign is provided by the Developer.
No Recommendation. The fact that a Fundraising campaign is published on the Platform does not mean that We are recommending that You make any investment in the business related to the Fundraising campaign, that We believe that such business is likely to be successful or that We assume any responsibility or We will be liable to You in any way if such business is not successful. The investment decision with respect to any investment through the Platform is yours and yours alone and You assume all related risks.
Confidentiality of Fundraising Campaign. The presentation on the Platform of the Fundraising campaigns is made only in order for You to have access to information and subsequently to adopt Your investment decisions and not for any other purpose. Please note that You may not use the information from the Platform in any way to compete with or otherwise impede the success of the relevant business, and if You do so We may bring an action against You for any damage You have caused to our reputation, to our business or otherwise.
Selecting Investments and Execution Commitment. After analyzing a Fundraising campaign, You may decide to make a reservation for an investment in the business by clicking on the appropriate button, and You will be asked to indicate how much You would like to invest.
The Investor expresses his interest in participating in the Fundraising at the time of making the reservation and placing the investment order, the participation being realized by granting a loan to the borrower in the amount indicated on the Platform ("Borrowed Amount").
The Borrowed Amount will be transferred by the Investor to the project developer, only after the Platform will inform the investor that he can make the investment, the investor using the services of a payment service provider (an electronic money issuing institution or payment institution, entitled to provide payment services on the territory of Romania, whose identity will be communicated to investors within the Platform by Stock.estate). For the avoidance of doubt, Stock.estate will not take possession of the funds transferred by the investor to the project developer.
Please note that You (as an Investor) have at Your disposal a reflection period of four (4) calendar days and during such reflection period You are able to revoke Your expression of interest to participate in the Fundraising campaign without any penalty and with no obligation to provide a justification. The request to revoke the offer must be sent to the email address email@example.com.
In case the Fundraising campaign does not reach the established target by the end of the campaign (irrespective of the reason), the amount transferred by the Investor will be returned to the Investor. We have no control on the reach of the target established and We assume no liability for not reaching out the target established.
The booking bonus. If you reserve an investment for a specific Fundraising campaign, making a payment of 10 euros for that reservation by using the services of a payment service provider, after the Platform notifies you that your investment can be made in the respective Fundraising campaign, you will receive the amount of 20 euros in the balance of your account and implicitly in the wallet from the payment service provider. This booking bonus cannot be withdrawn, but can only be used to make investment in the Fundraising campaign within the Platform.
Referral bonus. If you inform other people about the investment opportunities within the Platform, and those people make payments of 10 euros each for reservations regarding investments within the Fundraising campaigns on the Platform, by using the services of a service provider payment, you will receive a bonus worth 10 euros for each person who made a reservation. If there are more people informed by you who make reservations, you will receive a bonus of 10 euros multiplied by the actual number of people. This referral bonus cannot be withdrawn by You, but can only be used to make investments in Fundraising campaigns within the Platform.
Completion of the Investment. For any real estate project seeking capital through the Platform, the relevant Loan Agreement shall establish the process and circumstances under which the Fundraising shall be completed or not, as well as the consequences of such completion or non-completion.
You hereby declare that You fully understand and undertake the risks associated with investments in real estate projects, some of which are summarized below on a non-exhaustive basis for Your convenience only.
Investment in crowdfunding projects entails risks, including the risk of partial or entire loss of the money invested in such projects.
Please note that Your investment is not covered by the deposit guarantee established in accordance with Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes or the related provisions of Romanian law.
Your investment is not covered by the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes or the related provisions of Romanian law.
Please note that You may not receive any return on Your investment or Your investment may not be profitable (not to receive part or even all of the interest in the Loan Agreement from the project developer, or even the loan granted to the project developer not to be reimbursed).
Participation in the Fundraising campaign is not a saving product and Stock.estate advises You not to invest more than 10% of Your net worth in crowdfunding projects.
Please note that You may not be able to sell/transfer the receivables from the loan agreements when you want. And even if you are able to assign them, you may still be subject to losses because you may not be able to assign at a price equal to the entire value of the loans.
Due to the nature of private companies, please note that there may be limited information - financial, operating or otherwise - regarding the Developer. There is a risk that: (i) there are facts or circumstances pertaining to the Developer that You are not aware of, and (ii) publicly available information and information on the Platform concerning the Developer may prove to be inaccurate ( although We subject them to a verification process, this verification may prove to be ineffective by reference to external factors that may intervene and cause the information to be inaccurate), and, as a result, You may suffer a partial or complete loss of the investment.
Stock.estate does not endorse the projects for direct or indirect investment. Although Stock.estate evaluates potential projects to determine which start-ups will be available as potential investments for Stock.estate members, please note that this evaluation does not constitute an endorsement or a recommendation from Our part that You should invest in any particular project and does not establish an advisory relationship between Stock.estate and You. For the avoidance of any doubt, Stock.estate is not Your advisor in connection with the projects presented on the Platform.
Stock.estate shall not be held liable with respect to the Developer’s activity, as well as its past, present, or future performance or non-performance. For avoidance of any doubt, the information from the KIIS is provided by the Developer to Stock.estate to be published on the Platform.
Please note that You should consult Your own legal, tax, investment and financial advisors regarding the suitability, desirability and appropriateness of participating in the Fundraising campaign. Stock.estate does not advise You on the merits of Your investment and does not provide any other advisory services to You.
The Investor may receive information every other time when it will be necessary certain information about the real estate project (such information may include the status and progress of the works, if the immovable assets related to the real estate project has not been handed over yet, financial reports, the most important actions taken, the non-reimbursements rate of the loans).
The appropriateness of Your education and knowledge have not necessarily been assessed before You are granted access to the Fundraising campaign. By making this investment, regardless of any entry knowledge tests or simulation of the ability to bear the loss which might be available on the Platform, please note that You assume the full risk of making the investment, including the risk of partial or entire loss of the money invested.
Post-Investment Process (Investors)
Information and Rights. Once a Loan Agreement is concluded, the investment will be listed in the "Portfolio" section of the Platform, and You will be able to see information about other investments that have been committed to that specific business through the Platform. If the investment is completed it will continue to be listed in the "Portfolio" section, and through that section, You will be able to access information and exercise certain other rights, all as stipulated in the Loan Agreement.
Transfers. The Investor may transfer the ownership over the receivables originating from the loan agreements by a receivables assignment agreement ( deed under private signature) between the investor and a third party.
Please note that currently there is no secondary market for loans but such a solution is taken into consideration for the future.
Although We allow the Investors to interact directly with each other to advertise interest to buy and sell their receivables originating from loans, the bulletin board shall not bring together buying and selling interest by means of Stock.estate’s protocols or internal operating procedures in a way that results in a contract. The bulletin board does not represent an internal matching system which executes client orders on a multilateral basis.
For avoidance of any doubt, Stock.estate does not operate a trading system and such buying and selling activity is at the discretion and responsibility of the Investors.
Taxation. Your investments may be subject to tax. Please note that the 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, excepting the case when it is required by Romanian law, please note that 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 advisor.
Provisions Applicable Solely to Developers
Eligibility. Only We have the right to determine whether a business is eligible to use our Platform, as a Stock.estate Member or not. We may determine that a business may not use our Platform as a Stock.estate Member for any reason or no reason. We are not required to communicate the reason for any such decision to You.
Fundraising Campaign Process
Creating a Fundraising Campaign. In order to seek capital for a real estate project using the Platform, You must fill out the form set forth in the relevant section of the Platform. The Fundraising campaign will stay active for a specified period of time, as established in the License and Services Agreement.
Developer. When You (as a Developer) create a Fundraising campaign for a real estate project, You will be the main contact person with respect to the Fundraising campaign, You will be the signatory to the License and Services Agreement, and You will be required to disclose certain information about yourself and Your business as part of the Fundraising campaign process.
License and Services Agreement. Once You have completed the journey described by the Platform-tools, You will need to execute a License and Services Agreement, which establishes the Developer’s obligations with respect to the Fundraising campaign, including with respect to the drafting of the KIIS.
Investment Process. Once the Fundraising campaign has been started, Investors will be able to analyze and review the KIIS and make investments. Your and our rights and obligations with respect to the investment process will be as established in the relevant License and Services Agreement.
Provisions Applicable to All Stock.estate Members
Stock.estate may terminate any or all Platform Documents You are a party to and Your access to the Platform by simple notice to Your email address with an immediate effect, without any other judicial or extrajudicial formality, if You commit a breach of the Platform Documents or You have acted in a manner which shows or may be considered by Us that You do not intend to, or are unable to comply with the provisions of any of the Platform Documents.
Furthermore, Stock.estate may terminate any or all of the Platform Documents and Your access to the Platform and cease to provide the Platform services by simple notice to Your email address with an immediate effect, without any other judicial or extrajudicial formality, if: required by law or an authority’s decision (for example, where the provision of services to the Stock.estate Member is deemed to be, or becomes, unlawful or a licensed activity) or because Stock.estate ceases to provide the services for any reasons; or Stock.estate is transitioning to no longer providing the services to users in the country in which the Stock.estate Member is a resident or from which the Platform member uses the Platform; or the provision of the services to the Platform member by Stock.estate is, in Stock.estate’s opinion, no longer commercially viable.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, disclaimers, indemnity and limitations of Our liability.
Communications and Information
Any notice from You to Us in respect of these Terms and Conditions, Your Stock.estate Membership or Your activities on the Platform shall be given by email to firstname.lastname@example.org, except where these Terms and Conditions or another Platform Document that You execute sets forth alternate means by which You must give us notice.
Stock.estate may provide the Stock.estate Member with notices, by email, regular mail or postings on the Platform.
Information on the Platform. In addition to the information set forth in each Fundraising campaign, the Platform may contain information about investing in or operating businesses or other matters that We believe may be relevant or of interest to you. We refer to this as "additional information". Please note that none of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by Us.
We cannot assure You and We assume no responsibility that any additional information is complete, accurate, up-to-date or error-free, and We will not be liable to You for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, We take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
Communications About Platform Activity. From time to time We may send You emails with information about activity on the Platform, including new Fundraising campaigns and the progress of existing ones. Any emails We send You about activity on the Platform do not constitute any advice or a recommendation to invest. From time to time We may also send You emails with respect to Your membership, Fundraising campaigns or investments, our business, these Terms and Conditions or other matters that We reasonably believe are relevant to You. We will do our best to ensure that these emails are relatively infrequent, but We may send You such emails at our discretion. Complaints
If You have a complaint with respect to any aspect of the Platform, You should report it to Us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which Your Stock.estate Membership is registered to email@example.com.
We will send an initial response to Your email, and this response will state either that We consider the complaint to have been resolved or that We are investigating the matter further. In case that We are investigating the matter further, We will provide You with a final response by no later than eight weeks after We receive Your email. We may need to ask You questions in order to understand the details of Your complaint, and any questions We ask, as well as any response We give, will be sent by email to the email address in which Your Stock.estate membership is registered.
Conflicts of Interest
We do our best to ensure that Our interests do not conflict with yours. Nevertheless, as a Platform provider, We are not Your representative or agent, and at times our interests may conflict with yours.
Your Liability to Us. You shall be liable to Us for any loss or damage suffered by Us as a result of any breach of these Terms and Conditions or any other agreement that You enter into with us, or of any use of the Platform that is fraudulent or represents willful misconduct.
Our Liability to You. Subject to further limitations and exclusions set forth in other Platform Documents, Stock.estate will indemnify You for any proven damages by a definitive court decision caused to You by any exclusive wilful breaches by Stock.estate of these Terms and Conditions.
Stock.estate shall not be liable for any losses incurred by You where Stock.estate has performed its duties and functions as such are set forth in these Terms and Conditions and the Platform Documents.
We shall not be liable in connection with any error or inaccuracy in the data entered by You or another Stock.estate member or any misrepresentation or willful misconduct or any other act of another Stock.estate member.
We shall not be liable to You for any indirect, consequential, special or punitive loss, damage, cost or expense (including legal costs), 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.
You hereby agree that any legal action against us is permitted only on an individual basis and that You will not initiate or join any purported or actual class or consolidated actions against us.
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.
A party shall not be in breach of these Terms and Conditions if there is, and shall not be liable or have the responsibility of any kind for any loss or damage incurred as a result of, any total or partial failure, interruption or delay in performance of such party's duties and obligations occasioned by any act of God, fire, the act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond such party's control.
The Stock.estate member may not assign its rights and/or obligations under these Terms and Conditions without Stock.estate's prior written consent.
Stock.estate may assign its rights and/or obligations under these Terms and Conditions without the prior consent of the Stock.estate member to a provider of similar services.
No Partnership or Agency
These Terms and Conditions shall not be construed so as to create a partnership or joint venture between You and Us.
In the event that either You or We fail to exercise any right or remedy contained in these Terms and Conditions, that does not mean You or We (as applicable) have waived that right or remedy.
If any provision of these Terms and Conditions shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby.
Governing Law and Disputes
These Terms and Conditions and the relationship between You and Stock.estate created by it 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 and Conditions shall be submitted to the exclusive jurisdiction of the competent courts from Stock.estate’s headquarters.
STOCKESTATE CROWDFUNDING SRL
1-3 Lacul Tei Blvd, 020371 Bucharest, Romania
All investments involve risk and the past performance of a security or a financial product does not guarantee future results or returns. Please keep in mind that while diversification may help to spread risk it does not assure a profit, or protect against loss in a down market. There is always the potential of losing money when you invest in securities or other financial products. Investors should consider their investment objectives and risks carefully before investing.