Terms and Conditions
- General Provisions
1.1. These are the terms and conditions (hereafter “terms”) for the use of the website “FundTree.com” and all of its subdomains (hereafter “FundTree website”) as well as for all business relations between FundTree (hereafter “FundTree”) and the members of FundTree (hereafter “member of FundTree”).
1.2. FundTree is the operator of the FundTree website and party to all contracts with the Members of FundTree.
1.3. The FundTree website is an online platform that enables Members of FundTree to participate directly or indirectly in young companies (hereafter “equity-based crowdfunding project”) through borrowed capital, mezzanine capital, or equity (hereafter “participation”). For this purpose, the equity-based crowdfunding project publishes information on the FundTree website, and the Members of FundTree may send questions to the equity-based crowdfunding project. In case Members of FundTree acquire participations, FundTree does not become a contracting party itself. Participation or purchase contracts are concluded solely between the Member of FundTree and the equity-based crowdfunding project, another Member of FundTree.
1.4. To all services provided by FundTree (hereafter “services”), the following terms apply exclusively. The terms are accepted by checking the respective box during the purchase of participations or during the registration as a Member of FundTree. The terms may be accessed, printed, or saved to a local device at http://www.fundtree.sg/business-terms at any time, and they are also emailed to the Member of FundTree during the purchase of participations.
- Registration and Membership Account
2.1. Some sections of the FundTree website require users to register as Members of FundTree. Registration is free of charge. It is done by creating a membership account and agreeing, among other documents, to these terms. By registering, the Member of FundTree enters into a contract with FundTree on the use of the FundTree website. By purchasing a participation on the FundTree website, the purchaser simultaneously opens a free membership account.
2.2. Registration is limited to persons who have full capacity to contract. In particular, minors are not allowed to register on FundTree.
2.3. The data requested by FundTree during the registration process are to be provided completely and correctly. During the registration, only single persons may be entered as the owner of the membership account (i.e., no married couples or families).
2.4. Should the data provided during the registration change at a later point in time, the Member of FundTree is responsible for correcting the data in the membership account immediately.
2.5. The Member of FundTree is responsible for the use of the membership account and should ensure that the password remains secret. In case the Member of FundTree notices unauthorized use of the password or the membership account, FundTree must be notified of this fact.
2.6. A membership account is not transferable to another person. A person is not allowed to register more than once.
2.7. FundTree reserves the right to delete membership accounts created during incomplete registrations after a reasonable period of time.
- FundTree Website
3.1. By means of the FundTree website, FundTree solely provides a platform on which Members of FundTree may invest in equity-based crowdfunding projects and on which equity-based crowdfunding projects may search for investors. The information on the equity-based crowdfunding projects published on the FundTree website is provided solely by the equity-based crowdfunding projects. FundTree does not check the plausibility of the data provided by the equity-based crowdfunding project or the profitability of the equity-based crowdfunding project. Therefore, FundTree does not guarantee that this information is correct or complete. Information and data marked as “confidential” on the FundTree website (hereafter “confidential information”) must be kept confidential. Any confidential information may exclusively be used by the Member of FundTree to make an investment decision, and the Member of FundTree must keep this information confidential. The Member of FundTree must not relay the confidential information to third parties, publish it, or disseminate it in any way. Information that (i) was provided to the Member of FundTree by a third party without the breach of a confidentiality agreement and without any obligation to confidentiality; (ii) is already public or (iii) was released by FundTree for the purpose of distribution or publication is not considered confidential information.
3.2. The FundTree website provides Members of FundTree with the technical possibility of using the FundTree website to publish own contents within the framework provided by FundTree. In general, the contents published on the FundTree website by Members of FundTree are not checked by FundTree and do not reflect the opinion of FundTree.
3.3. A friendly, factual, and fair tone is important to the FundTree community. Consequently, FundTree reserves the right not to publish, to delete, to edit, to move, and to close posts that violate the FundTree netiquette. The latest version of netiquette may be accessed at www.FundTree.com/netiquette.
- Conclusion of a Contract
4.1. A contract on the purchase of a participation requires that the Member of FundTree fill out the payment processing form on the FundTree website and click on the button “Invest Now” or “Purchase Now” at the end of the payment processing form. This, however, does not constitute the conclusion of a contract; instead, the Member of FundTree thus makes an offer to purchase a participation under the conditions of the contracts accepted by the Member of FundTree in the payment processing form. The Member of FundTree concludes a contract with either the equity-based crowdfunding project, another Member of FundTree. FundTree does not become a contracting party itself. Details are regulated by the contracts accepted by the Member of FundTree during the purchase of participations.
4.2. The contract on the purchase of a participation is not concluded until FundTree confirms the purchase of the participation in an email (participation confirmation). The conclusion of a written contract in addition to the above procedure is not necessary. The Member of FundTree has no claim to the conclusion of a contract of participation.
4.3. The time during which the participations offered on the FundTree website may be purchased is limited. FundTree individually determines the duration of the offer for each equity-based crowdfunding project. FundTree is authorized to extend the duration as often and as much as it deems necessary.
4.4. If a contract is concluded via the FundTree website, FundTree will provide each of the contracting parties with the data necessary to establish contact with the other party on request.
- Processing of Payments
5.1. The payments of all participation purchases on the FundTree website are processed solely by payment service providers with the authorization to operate financial transfers. Neither FundTree nor the payment service provider are contracting parties to the share purchase. FundTree is not entitled to obtain ownership or possession of the Members of FundTree’ funds or securities.
- Direct Debits
6.1. If a Member of FundTree pays for a participation by means of direct debit, the pre-notification period of the direct debit is reduced to 2 days.
6.2. In the case of a payment through direct debit, the Member of FundTree shall ensure the availability of sufficient funds on the bank account. Any costs that are due to the non-payment or reversal of a direct debit shall be covered by the Member of FundTree unless the non-payment or reversal is caused by FundTree.
- Commissions, Premiums, Fees
7.1. Registration as a Member of FundTree is free of charge.
7.2. If a participation is purchased via the FundTree website, FundTree may charge a commission that is payable by the equity-based crowdfunding project. Details are regulated by the contracts accepted by the Member of FundTree during the purchase of participations.
7.3. Members of FundTree may only offset commissions against claims to outstanding credits and against claims due and/or future claims if these claims are legally enforcible or uncontested.
- Change or Cancellation of Services
8.1. FundTree is not obliged to provide its free services. Conversely, the Member of FundTree may stop using the services at any time.
8.2. The services of FundTree are constantly being redeveloped and may thus change from time to time. For instance, individual features may be added or removed. FundTree may also cancel a service temporarily or permanently, for example because of technical or legal reasons. If possible, particularly in case a service is permanently canceled because of economic reasons, FundTree will notify the Member of FundTree of the imminent cancellation within the framework of the respective service.
- System Integrity
9.1. FundTree reserves the right to change, limit, or remove the contents and the functionalities of the website at any time. While FundTree aims to provide its service without any technical difficulties, maintenance work, redevelopment, and/or other issues may limit and/or temporarily prevent the use of the service. Under certain circumstances, this may also lead to data loss. Therefore, FundTree does not guarantee that the service is available or free of technical difficulties or data loss.
- Profile Data/Taxes
10.1. If the Member of FundTree has stored data in his/her profile on the FundTree website or if FundTree receives data from financial authorities, FundTree is authorized to use these data and to make them available to those crowdfunding projects in which the Member of FundTree has invested as well as to these projects’ service providers in order for payouts to the Members of FundTree resulting from the Member of FundTree’s participations (e.g., interest payments or loan repayments) to be made and in order for the necessary declarations, particularly those related to capital gains tax, the Singaporean solidarity surcharge, and (if applicable) church tax, to be made to the responsible authorities by FundTree or the crowdfunding projects or these projects’ service providers. This includes, but is not limited to, the Member of FundTree’s first and last name, sex, address, investment amount, bank information, information on tax exemptions, and the Member of FundTree’s tax identification number.
10.2. The Member of FundTree hereby agrees that FundTree, the crowdfunding projects, and these projects’ service providers may request the Member of FundTree’s tax information from the Singapore IRAS Office and any other responsible authority in order for tax to be paid on behalf of the Member of FundTree. The Member of FundTree may restrict the submission of his data by the Singapore IRAS Office. In order to do so, the Member of FundTree must submit a declaration restricting the submission of his/her data to the Singapore IRAS Office. Once the Member of FundTree has restricted the submission of his/her data, this restriction will remain effective until the Member of FundTree notifies the Singapore IRAS Office that he/she no longer wishes to restrict the submission.
- Limitation of Liability
Other legal preconditions for making a claim notwithstanding, the following exclusions and limitations of liability for damages apply to FundTree:
11.1. FundTree is liable if FundTree is guilty of gross negligence or intent. In the case of ordinary negligence, FundTree is only liable if it fails to fulfil a duty whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the other contracting party may rely (so-called cardinal duty). In all other cases, the parties shall not be liable for damages of any kind, regardless of the subject matter of the claim and including the liability for fault at the conclusion of the contract.
11.2. If FundTree is liable for ordinary negligence according to point 11.1, the liability of FundTree is limited to the damage that FundTree typically had to expect based on the conditions known at the conclusion of the contract. If the purchase of a participation or a contract related to this purchase is null and void, potential claims of the Member of FundTree against FundTree resulting from this fact are limited to the refund of the amount paid for the purchase of the participation.
11.3. The above exclusions and limitations of liability do not apply to cases where FundTree guarantees the nature of the goods nor to damages payable according to product liability laws nor to damage resulting from loss of life, physical injury, or damage to health.
11.4. The above exclusions and limitations of liability also apply to the employees of FundTree, vicarious agents, and other third parties used by FundTree to fulfill the contract.
- Termination of the User Relationship
12.1. The usage agreement for the FundTree website is made for an indefinite period and may be terminated with immediate effect by both FundTree and the Member of FundTree at any time. To terminate the usage agreement, the Member of FundTree has to send an email to service@FundTree.com.
12.2. FundTree is authorized to exclude a Member of FundTree from forums, the comment system, other communication tools offered by FundTree, the FundTree Business Club, new investment opportunities on FundTree, and any other area, service, or system offered by FundTree at any time and without giving any reason or to partially or fully restrict a Member of FundTree’s access to these areas, services, or systems for a limited or unlimited period.
12.3. Even in cases where the user relationship is terminated by FundTree and in cases where the Member of FundTree’s access is restricted, FundTree provides Members of FundTree who are holding shares on FundTree with a way of managing their shares on FundTree (i.e., access to the share overview page, access to investor updates, submission of the information necessary for payouts and tax purposes, update of personal information, voting in the case of pooling votes). This, however, does not include usage of the comment system on FundTree or of any other FundTree services not strictly necessary to exercise the rights resulting from the shares.
12.4. The right to extraordinary termination for good cause remains unaffected.
12.5. Legal termination rights remain unaffected.
- Risk Warning
13.1. Crowdfunding investments offer great opportunities, but they are risk investments. In the worst case, the entire investment amount may be lost, so crowdfunding investments are unsuitable for retirement plans. However, there is no obligation to make further contributions. Investors can minimize the risk by splitting their investment amount between several equity-based crowdfunding projects rather than investing all of it in a single equity-based crowdfunding project. Professional investors often follow this strategy because it causes the risk to be distributed among several investments. In this way, successful investments can balance other less successful investments.
13.2. FundTree does not provide investment counseling or any other kind of counseling. No information or consultancy contract is concluded. FundTree is not obliged to provide information about ongoing developments within the equity-based crowdfunding project.
13.3. The majority of shares of the Members of FundTree are subordinated profit-participating loans (“partiarische Nachrangdarlehen”). Such loans are shares in a business with similar characteristics as equity. If the company becomes insolvent, the claims of the Members of FundTree – just like those of all other shareholders of the company – will be satisfied from the assets in the insolvency only after the claims of all other external creditors have been satisfied.
13.4. FundTree is convinced by the idea and the team of the equity-based crowdfunding projects presented on the website. The information on the equity-based crowdfunding projects published on the FundTree website is provided solely by the equity-based crowdfunding projects. FundTree does not check the plausibility of the data provided by the equity-based crowdfunding project or the profitability of the equity-based crowdfunding project.
13.5. The information on the companies published on the FundTree website is provided solely by the companies. The projections made by the companies do not guarantee successful development of the company in the future. Consequently, crowdfunding investments are only suitable for investors who can cope with the risk of a total loss of the capital invested. All investors make their own independent investment decisions and bear any risks themselves.
13.6. Participation in an equity-based crowdfunding project is a rare opportunity. Thus, there is only a limited market for participations in equity-based crowdfunding projects. Because of the lack of an appropriate market, the sale of participations in equity-based crowdfunding projects is possible only to a limited extent.
13.7. It is the responsibility solely of the Member of FundTree to decide whether to invest in equity-based crowdfunding projects by means of the FundTree website and in which equity-based crowdfunding project to invest. The information available on the FundTree website does not constitute a consultancy service of FundTree, and it cannot replace professional advice. Consequently, FundTree recommends that Members of FundTree inform themselves about the legal, economic, and tax-related consequences of purchasing a participation before the investment in an equity-based crowdfunding project and during the holding period if necessary. Each purchase of a participation may lead to the loss of the entire investment amount. Therefore, Members of FundTree should only invest money whose potential loss they can bear.
- Assumption of Contracts
14.1. In case (i) FundTree files insolvency or (ii) if insolvency proceedings concerning the assets of FundTree have been legally opened or (iii) if the opening of such proceedings has been rejected because of a lack of assets or (iv) if FundTree is liquidated or (v) if FundTree discontinues its operations, FundTree Holding GmbH, registered in the commercial register of the local court (Amtsgericht) Charlottenburg under HRB 141442 B, as well as its subsidiaries are authorized in the context of a genuine contract for the benefit of third parties to maintain the business relationship with the Member of FundTree in lieu of FundTree. This includes, in particular, the management and usage of the customer profile and the customer data of the Member of FundTree.
- Final Provisions
15.1. German law applies exclusively, excluding the UN Sales Convention (CISG). Venue for the settlement of disputes arising from and in relation to this contract shall be Berlin insofar as is permitted by law.
15.2. Should there be any contradictions between these terms and other provisions accepted by the Member of FundTree, the other provisions have priority. This applies to the contracts on the purchase of participations in particular.
15.3. Should any individual provision of these terms be or become entirely or partly void or illegal, the validity of the remaining provisions shall in no way be affected. In such case, the void or illegal provision or provisions shall be replaced by statutory law. In all other cases, the contracting parties shall make a valid provision as similar as possible to the original provision in an economic sense unless any additional interpretation of the contract has a higher priority or is possible.
15.4. FundTree reserves the right to change these terms at any time and without giving reasons. The changed terms will be emailed to the Members of FundTree at least two weeks before they come into force. Unless a Member of FundTree objects to the new terms in writing or in text form directed toward FundTree within two weeks of receiving the email, the changed terms are considered accepted. FundTree will explicitly notify the Members of FundTree of the importance of the two-week period in the email containing the changed terms. The current terms and conditions may be accessed at www.FundTree.com/business-terms. If Members of FundTree do not agree with the changed terms, they are required to stop using the services provided by FundTree.
15.5. These terms and conditions are issued in English.
Last Updated: 08 August 2017