Terms & Conditions
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (GTaC)) constitute a legal agreement between you, as the user of the website accessible at the URL address www.vitofund.com ("Platform") and Vitofund SIA, a company incorporated and existing under the laws of Latvian Republic, registered with the Register of Enterprises under no 40103259797, address: Kalna str. 6 – 6, Riga, Latvian Republic, as a crowdfunding service provider through the Platform. Throughout these General Terms and Conditions, we will refer to you as “user” or “users”, and we will refer to Vitofund SIA as "we", "us" or "Vitofund".
These GTaC constitute a general mandatory rules for the use of Platform functionality and Platform’s materials as well. By using the Platform, you are deemed to have agreed to our GTaC. Use of the Platform is allowed only subject to the GTaC.
If you do not wish to continue to be bound by these GTaC, please stop using the Platform now. Anyone who continues to use www.vitofund.com is deemed to have accepted these GTaC in full and unconditionally. Upon approval (acceptance) of this document, the GTaC take effect of the contract and are subject to unconditional compliance by the parties. Approval (acceptance) GTaC recognizes the commission of any action to use the platform, including, but not limited to, registration as a user, acquisition of remuneration, posting of comments in projects, and so on.
These GTaC set out the general terms governing your use of the Platform either as an Investor, Project Owner or users of the Platform who do not register as Project Owners or Investors (the Investors, the Project Owners, as well as any other users of the Platform, are all collectively referred to as "Platform Users" and individually "Platform User"). They apply to you as soon as you first use it, and you are deemed to have agreed to be bound by them upon such first use. When accepted by you, the GTaC form a legally binding agreement between you and Vitofund.
To be eligible to use the Platform as a Platform User, 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) incorporated. In executing these GTaC, you warrant to us that you meet the criteria of an individual user or, respectively, a corporate user and that you are not subject to the laws of any territory which would make your using of the Platform unlawful.
Furthermore, you warrant that you are a legal representative of a Project Owner or an Investor (if a legal entity) or you have been authorized by the Project Owner or the Investor you are representing to market and execute the Fundraising using the services and that you have the right to enter into the General Terms and Conditions and other Platform Documentation on behalf of the Project Owner or the Investor.
Platform User must inform us as soon as reasonably possible if he ceases to be eligible to be a Platform User. If Platform User inform us, or if we otherwise discover, that Platform User has ceased to be eligible as a Platform User, your Platform Personal account will be suspended. If Platform User later become eligible to be a Platform User again and inform us of this, Platform User Personal account may be reinstated at our discretion.
A link to non-acquaintance of GTaC is not a ground for violating the interests of Vitofund/Platform or other users. All actions performed by you on the Platform are considered to be actions of the person who has familiarized himself with the terms of these GTaC and approved the GTaC.
You acknowledge that Vitofund may need to undertake certain KYC activities and/or AML checks, including collecting certain personal data from you, which will be done inter alia when registering the Personal account with Vitofund and before any funding of the Project Owner may be pursued or get acquainted with the Projects published on the Platform, to searching, sorting and selecting Projects and investing in the selected Project. Vitofund reserves the right to request at any time all information and documents that Vitofund, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML checks. Upon Vitofund’s request, in reasonable time period you shall provide to Vitofund with all information and documents that Vitofund, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML checks.
Persons who have registered on the Platform or entered the Personal account (www.vitofund.com/login) shall be deemed to have accepted in full and unconditional terms of processing, storage, use and transfer of personal data (Appendix No. 1 to the GTaC). Our Privacy Notice and Cookies Policy located at www.vitofund.com/data_usage set out the details of how your personal data will be processed by us following your use of the Platform. The Vitofund shall have the right to contact the Platform Users at the contacts indicated by them.
Vitofund has the right to manage statistical information related to the operation of the Platform to ensure the targeted display of advertising information to various audiences of the Platform. Vitofund has the right to unconditional access to personal pages of all users of the Platform.
Platform services and functions are provided "as is" and cannot be changed unless otherwise specified by special agreements.
Section I, DEFINITIONS OF TERMS
Platform - a publicly accessible internet-based information system (crowdfunding platform) as a structured set of web pages connected to each other by a single hardware and technology complex and located on the Internet at www.vitofund.com, operated and managed by Vitufund (crowdfunding service provider). For the purposes of this Agreement, the term "Platform" applies both to a set of web pages located in the vitofund.com domain and to each web page individually.
Platform User - any natural person, individual entrepreneur or legal entity (or person with a different form or special regime) acting on its own behalf or on behalf of another person, having applied to information materials and services of the Platform. Upon execution of these GTaC, you will become a Platform User, and you will remain a Platform User until and unless your Personal account is terminated or suspended. Our obligations to you as a Platform User are as set forth in these GTaC and other Platform Documents.
Platform User registration - actions, after which, the user is assigned an individual password and login, which allow to identify a particular person as the subject who committed, committed or intentionally committed actions to use the platform. Also, the result of registering a user is the creation of a personal account (Personal account). Upon acceptance of this GTaC and registration of the Personal account, the Platform User shall have the right to receive information posted on the Platform, to independently post information about the Projects on the Platform, to place Applications and to use other services of Platform.
Personal account - a personalized section of the Platform, which is accessible only by a registered Platform User. The Personal Account is intended for the Platform User to perform operations related to: posting of personal information about himself, information about the Project or Application, acquisition and select Projects to make investment, to communicate with Vitofund, etc. Attempts to create multiple Personal Accounts for Platform User by using different email addresses or other identifying information are prohibited. If Platform User attempt to do so, his Personal account (accounts) may be terminated and this person may be banned.
Content - any Platform content, including, but not limited to: documents, texts, comments, announcements, photo and/or video materials, design elements, illustrations, scripts, any computer programs, data, databases hosted on the Platform.
Investor - A Platform User who has entered into an agreement (Appendix No. 2 to GTaC) with Vitofund in order to get acquainted with the Projects published on the Platform, to search, sort and select Projects and acting through a Platform aimed to grant loans or acquire transferable securities or admitted instruments for crowdfunding purposes;
Project Owner – any legal person who seeks funding through the Platform - a Platform User who has entered into an agreement (Appendix No. 3 to the GTaC) with the Vitofund for the purpose of posting on the site information about the Project and inviting any interested person to enter into a contract for the capital raising/attracting investment.
Project - the crowdfunding project/fundraising campaign, the type of activity (information about which is posted on the Platform) implemented by the Project Owner in order to seek funding and to attract collective funding or popularize the Project Owner and its activities.
Application - the proposal (an offer to an unlimited number of persons) of the Project Owner posted on the Platform to enter into a contract for the capital raising/attracting investment on the terms proposed by the Project Owner within the framework of the Project.
KIIS (KEY INVESTMENT INFORMATION SHEET) – document, containing information about: the project owner(s) and the crowdfunding project, main features of the crowdfunding process and, as applicable, conditions for the capital raising or funds borrowing, risk factors, information related to the offer of transferable securities and admitted instruments for crowdfunding purposes, information on special purpose vehicles (SPV), Investor rights, fees, information and legal redress and information on individual portfolio management of loans to be provided by crowdfunding service providers (if applicable).
SPV – the “special purpose vehicle” or “SPV” means an entity created solely for, or which solely serves the purpose of an investment administration, risk sharing and used as a funding structure, by which all investors (or investors under a given investment threshold) are pooled together into a single entity to make an investment in one single Project.
Terms not included in this section may be defined or interpreted in other sections and articles of the GTaC, as well as in other documents of the Platform.
Unless separately specified in other Platform Documentation, to which Platform User acts as a party, hereinafter mentioned rules are in force:
The Platform is provided "as is" and on an "as available" basis, and we give no warranty that it will be free of defects and/or faults.
Vitofund is not a financial institution, investment bank or a financial advisor or a regulated entity, neither does Vitofund provide any financial or investment services. The purpose of the Platform is solely to temporarily facilitate the conducting of fundraising rounds ("Fundraising") by Platform Users seeking funding on the Platform ("Project Owners") and connecting them with investors ("Investors") interested in investing in Project Owners.
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.
Vitofund shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
In accordance with this GTaC, Vitofund acts as a neutral intermediary between Project owner and any interested person who wishes to create a SPV and therethrough to enter into an investment agreement with Project owner on the terms proposed by Project owner.
Vitofund shall not be liable in connection with any error or inaccuracy in the data entered by you or another Platform User or any misrepresentation or willful misconduct or any other act of another Platform User.
Vitofund make no guarantee of any specific results from the use of the Platform and Vitofund make no warranty or representation (express or implied) that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will be compatible with all systems or that it will be secure.
Vitofund assume no responsibility for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship. In case of lack of access to the Platform, either in whole or in part, due to maintenance or other technical activities that ensure the normal operation of the Platform, Vitofund shall not be responsible to Platform User for not receiving any information.
To the maximum extent permitted by law, Vitofund will 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, and you use the Platform and its content at your own risk.
Vitofund shall not be liable for any losses incurred by you where Vitofund has performed its duties and functions as such are set forth in these GTaC and the Platform Documentation.
Vitofund shall not be liable for any erroneous actions of the Platform User resulting in damages to others, including any difficulties encountered in the process of registration of the Platform User, filing the Application, entering to the investment, etc.
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.
Relationship Of The Parties
These GTaC shall not be construed so as to create a partnership or joint venture between you and us.
Vitofund manages the Platform, determines its appearance and structure, allows or restricts Platform User's access to the Platform, and performs other actions necessary for the Platform to function normally.
Based on accepting this GTaC, the Platform User has the right to receive information posted on the Platform, to independently post information about the Projects (to make Applications) on the Platform, to independently make investments in Project Owners (Projects, started/published on the Platform).
Vitofund may post on any Platform pages (including Project owner’s pages) informational and promotional materials (links, banners and any other graphic elements) related to Vitofund's current activities, about Vitofund's actions, events and partners.
Legal commitments on the Fundraising are formed directly between Project Owners and Investors, without any advice by Vitofund.
Vitofund does not at any time take possession of funds and it does not provide payment services.
The GTaC shall only regulate the relationship between a Platform User and Vitofund. Any agreements between Platform Users will be done between such Platform Users, without the involvement of Vitofund.
In addition to these GTaC, you and we may enter into several other agreements. For example, if you act as Project Owner, you may enter into a Project Service Agreement with Vitofund, and if Platform User acting as an Investor intend to the participation in SPV creation/maintenance and investment in the Project Owner (Project, started/published on the Platform), he may also enter into a Subscription and Shareholders Agreement. If you act as an Investor, you may enter into an Investment Facilitation Agreement each time you make an investment through the Platform.
When registering at Platform, Platform User must provide valid and up-to-date information to create a Personal account of Platform User, including a unique login for each Platform User (email address or combination of Latin letters and numbers to sign in to Platform) and Platform access password, as well as Name and Last Name.
Providing by the Platform User of inaccurate information, as well as the loss of relevance of this information in the future, is the exclusive risk of the Platform User and no other party to this GTaC is liable for possible negative consequences that the Platform User may have as part of the execution of this GTaC.
Accepting the GTaC and providing the information relating to personal data (as determined in the Latvian Republic legislation) the Platform User agrees to its processing both with the use of automation tools and without the use of automation tools, including, but not limited to: collection, storage, transfer to third parties and use of information for the purpose of fulfillment of obligations to the Platform User. The rule of this paragraph applies to any method of capturing information, both directly on Platform web pages and in Platform software. The Platform User shall read the Privacy Notice and Cookies Policy and accept the specified Privacy Notice and Cookies Policy. In case of disagreement with the terms of the Privacy Notice and Cookies Policy, the user shall immediately stop using the Platform and delete the personal data posted on the Platform, using the functionality to delete the account or make a written statement about the removal of personal information to the Platform specialists (address for contacting firstname.lastname@example.org).
To access the Personal account, the Platform User logs in using the login and password he specified when registered Personal account. Platform User does not have the right to transfer its login and password to third parties, is fully responsible for login and password safety, independently choosing the way to store them. Platform User on the hardware and software used by him can allow the storage of a login and password (using cookies) for subsequent automatic authorization on Platform. Vitofund is not responsible for the preservation of Platform User data, nor for actions committed by a third party to the detriment of Platform User, if access to the Platform User login and password was not due to Vitofund.
Any actions performed using the Platform User's login and password are considered to be performed by the appropriate Platform User. In case of unauthorized access to Platform User's login and password and/or Platform User's personal page, or unauthorized by Platform User dissemination/leak of login and password, the Platform User shall immediately inform Vitofund by sending an email to email@example.com
Any notice from you to us in respect of these GTaC, your Personal account or your activities on the Platform shall be given by email to firstname.lastname@example.org, except where these GTaC or another Platform Document that you execute sets forth alternate means by which you must give us notice.
Vitofund is not required (but in sole discretion has the right) to revise, check-up, moderate or censor information published by Platform User.
When using the Platform, it's prohibited to Platform User to:
- use Platform in any manner that violates the terms of this GTaC and/or the provisions of applicable law;
- use Platform in a malicious manner or in a manner that may disrupt the normal and uninterrupted functioning of Platform
- access or attempt to access Platform or any part/function of Platform or any network connected to Platform in an unauthorized manner
- mislead, defame, insult, threaten or otherwise infaring the rights and freedoms of other Platform Users, Vitofund and/or any other third party;
- without the consent of other Platform Users or other third parties to post any personal information relating to such persons, to illegally collect and/or process the personal data of other Platform Users and/or other third parties;
- mislead Platform Users and/or third parties about your identity;
- use any device, program or process, algorithm, or any other automated device to access, acquire, copy, or track any portion of Platform, bypassing the Platform navigation system, to obtain or attempt to obtain any material, document, or information by any means not specifically provided through Platform;
- to copy, modify, change, delete, to supplement, publish, transfer objects of the rights to results of intellectual property of Vitofund, any Platform User and/or any other third parties, to create derivative works, to make or sell products on their basis, to reproduce, display or in any other way to use such rights of the third parties without direct permission of their owners.
In case of violation of the requirements of this GTaC for the use of information and functionality/Content of the Platofrm, Vitofund has the right to remove or restrict access to any information posted on the Platofrm, as well as block Platform User access to the Platform, without prior notice of the latter and without explanation of such actions by Vitofund.
Vitofund reserves the right to deny its services to any current or prospective Platform User due to inter alia following reasons:
- the Platform User does not provide to Vitofund all the information needed for Know Your Customer ("KYC") and/or Anti-Money Laundering ("AML") checks if Vitofund deems them necessary or they become required by the applicable laws;
- Vitofund has information, that the user is suspected of money laundering or any other criminal activity or ethically questionable behaviour;
- the Platform User has provided false/incorrect or insufficient information, required/requested by Vitofund;
- the Platform User has committed economic/tax fraud or an economic crime offence, or in the unilaterally estimation of Vitofund, is not able to fully comply with the General Terms and Conditions;
- the Platform User has acted that way, that endangers Vitofund's or/and Platform good reputation;
- the Platform User use Platform in any manner that violates the terms of this GTaC and/or the provisions of applicable law.
The Platform User may not assign its rights and/or obligations under these GTaC without Vitofund's prior written consent.
Vitofund may assign its rights and/or obligations under these GTaC without the prior consent of the Platform User to a credible provider of similar services.
In the event that either you or we fail to exercise any right or remedy contained in these GTaC, that does not mean you or we (as applicable) have waived that right or remedy.
Registration of Platform User on Platform is free and voluntary. Vitofund does not charge Platform User to review Platform content, Project owners Applications.
The fees charged by Vitofund in relation to Project Owners are set forth in the relevant Project Service Agreement, meanwhile the fees charged by Vitofund relation to the Investor's investment in the Project Owner (Project, started/published on the Platform) are set forth in the relevant Investment Facilitation Agreement and the fees charged by Vitofund relation to the the SPV creation/maintenance are set forth in the relevant Subscription and Shareholders Agreement.
You acknowledge and agree that any materials regarding the Platform, the Investor, the Project Owner or Project Owner's products or services that are provided by you (including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information) in the form of publication on the Platform or other submissions to the Platform public area (other than Personal account) are non-confidential.
All objects of rights to the results of intellectual activity posted on Platform and/or used to provide Platform functionality, including design elements, text, graphics, illustrations, videos, scripts, programs, music, sounds and other objects and their collections, are the objects of exclusive rights and belong to those persons who have placed them on Platform, unless otherwise provided by this GTaC, a contract with Platform User or any other agreement with the copyright owner.
Vitofund, Platform User and other copyright owners independently control the use of their intellectual property, including taking measures to prevent the misuse of their intellectual property, unauthorized copying or other unlawful activity that violates the exclusive rights of the copyright owner.
Except as provided by this GTaC and the applicable laws of Latvian Republic, no Content may be copied/reproduced, redesigned, distributed, displayed in a frame, published, downloaded, transferred, sold or otherwise used in whole or in part without the prior permission of the copyright owner, unless the copyright owner has expressly expressed his consent to the free use of the Content by any person.
Vitofund is not responsible for the placement of the any results of intellectual activity / intellectual property on Platform using the Platform functionality without the permission of the copyright owner, except when the copyright owner informed Vitofund of a violation of its exclusive rights by such placement, and Vitofund did not take measures to eliminate these violations within 5 (five) business days. In order to promptly eliminate the violations of copyright owner's exclusive rights identified by the rights owner, it is necessary to send a substantiate electronic message-notification to Vitofund at email@example.com indicating in the subject of the letter "Violation of exclusive rights".
Any information provided by you in your notification (including any personal information contained therein) may be forwarded to the person who has provided the allegedly infringing content, and your sending us such notification constitutes your consent to share this information with the alleged infringer.
We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site or/and electronic mail to a user's email address in our records.
You should also note that if you make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for all damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
If, as a result of the actions of the Platform User or third parties, Vitofund was forced to incur expenses or losses related to the restoration of the violated exclusive rights of the copyright holder, then such expenses or losses are compensable by the person due to whose fault such violation of exclusive rights occurred.
Platform User shall be liable to us for any loss or damage suffered by Vitofund as a result of any breach of these GTaC or any other agreement that Platform User enter into with Vitofund, or of any use of the Platform that is fraudulent or represents willful misconduct.
If Vitofund is held liable for violation of the requirements of the law and (or) other regulations in connection with the Platform User committing unlawful actions through the functionality of the Platform, Vitofund may demand from such Platform User:
- compensation for all losses incurred by Vitofund, including payment of fines, penalties and other sanctions established by law or agreements with third parties;
- compensation of all legal and other expenses incurred by Vitofund in order to restore violated rights and legitimate interests of individuals and legal entities, state bodies, etc.
Subject to further limitations and exclusions set forth in other Platform Documents, Vitofund shall indemnify you for direct damages caused to you by any willful malicious breaches by Vitofund of these GTaC. Loss of Platform User profit is not compensable.
Provisions applicable to Investors
Sophisticated investor - any natural or legal person who is a professional client by virtue of point (1), (2), (3) or (4) of Section I of Annex II to Directive 2014/65/EU or any natural or legal person who has the approval of the Vitofund to be treated as a sophisticated investor in accordance with the criteria and the procedure laid down in Annex II to the REGULATION (EU) 2020/1503 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (applicable regulation).
A sophisticated investor is an investor who possesses the awareness of the risks associated with investing in capital markets and adequate resources to undertake those risks without exposing itself to excessive financial consequences.
Sophisticated investors will be categorized as such if they meet the particular identification criteria and if the specific qualifying procedure is followed.
A template is available to Investors on the Platform that Investors may use to submit a request to be treated as a sophisticated investor. The template contains the identification criteria set out in applicable regulation and a clear warning specifying the investor protection that a sophisticated investor will lose as a consequence of being classified as such.
By way of derogation from the procedure set out in applicable regulation, entities referred to in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU shall be regarded as sophisticated investors if they provide proof of their status of professionals to the crowdfunding service provider.
Vitofund implemented appropriate written internal policies to categorize Investors and will take reasonable steps to ensure that the Investor qualifies as a sophisticated investor. Vitofund shall approve the request unless it has reasonable doubts that the information provided in the request is correct. Vitofund will explicitly notify Investor when his status is confirmed.
Non-sophisticated investor - an investor who is not a sophisticated investor.
To ensure that prospective non-sophisticated investors understand the level of risk associated with crowdfunding investments, Vitofund will ask to run an entry knowledge test of prospective non-sophisticated investors in order to ascertain their understanding of such investments. Vitofund , before giving prospective non-sophisticated investors full access to invest in crowdfunding projects on the Platform, shall asses whether and which crowdfunding services offered are appropriate for the prospective non-sophisticated investors.
Vitofund shall also require prospective non-sophisticated investors to simulate their ability to bear loss, calculated as 10 % of their net worth, based on the following information:
- regular income and total income, and whether the income is earned on a permanent or temporary basis;
- assets, including financial investments and any cash deposits, but excluding personal and investment property and pension funds;
- financial commitments, including regular, existing or future commitments.
If you become an Investor on the Platform, you will have the opportunity to invest in the investments available from time to time on the Platform. These investments consist of shares (or stocks) in the Project Owners to be held indirectly through a special purpose vehicle ("SPV") established with the sole purpose of enabling the Investors, members of the Platform, to participate in the Fundraising and indirectly to invest in the Project Owner through the SPV. The SPV shall consolidate the crowdfunding investments in the Project Owner and shall not have any other operations or goals. The Investors using the Platform will become shareholders/stockholder of the SPV while the SPV will become a shareholder/stockholder of the Project Owner.
The terms of the investment structure shall be set forth in the relevant Investment Facilitation Agreement.
Upon logging onto the Platform you will be able to view the Applications of Project Owners, Projects available for investment. You will initially see summary information about the businesses that are currently seeking capital on the Platform, and we refer to this information as the "Campaign Summary". You can click through any Campaign Summary to see additional information about the business, which we refer to as the "Detailed Campaign" (a Campaign Summary and a Detailed Campaign together represent the "Key Investment Information Sheet" or "KIIS"). The KIIS does not include the discussion forum or documents sections or any news feed on the Platform, or any documents made available through those sections by the Project Owner or otherwise made available to the Investor. All information displayed on the Platform in connection with the Fundraising campaign (Application) is displayed by the Project Owner.
Vitofund did not independently verify and it is not responsible for the information in the KIIS. The Application, the KIIS or any other documents related to the Investor’s participation in the Project have been neither verified nor approved by any Latvian Republic or European authorities.
The publishing on the Platform of an Application does not mean that we are recommending that you make an investment in the Project Owner, that we believe the Project/Project Owner is likely to be successful or that we take any responsibility or will in any way be liable to you if the Project/Project Owner is not successful. The investment decision with respect to any investment through the Platform is yours and yours alone.
Applications / Projects are presented on the Platform in order for you to make your investment decisions and not for any other purpose. While you are not legally required to keep the information related to Application / Project confidential, you may not use it 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.
After reviewing an Application, you may choose to make an investment in the Project Owner by clicking on the appropriate button, and you will be asked to indicate how much you would like to invest. You will afterwards be presented with an Investment Facilitation Agreement in respect of the investment, prepared based on the template available on the Platform as such may be tailored to the respective Project. As a prospective Investor, you benefit from a reflection period of four (4) calendar days before the execution of the Investment Facilitation Agreement during which you are able to revoke your expression of interest to participate in the Project without penalty and with no obligation to provide a justification. The revocation can be communicated by you to Vitofund in the same modality by which you are able to make an offer to invest or express interest in a Project Owner.
After you have decided to invest in a Project Owner, the final step for you to make the investment will be to execute the Investment Facilitation Agreement through the means provided on the Platform or by other means as instructed by Vitofund. The terms of the Investment Facilitation Agreement will govern your relationship with us in relation to the implementation of the investment in the Project Owner.
For any given business/Project Owner seeking capital through the Platform, the relevant Investment Facilitation Agreement will set forth the process and circumstances under which the Fundraising will be completed or not, as well as the consequences of such completion or non-completion.
Once you have executed an Investment Facilitation Agreement with respect to an investment, the investment will be listed in the Personal account of the Platform, and you will be able to see information about other investments that have been committed to the Project through the Platform. If the investment is completed it will continue to be listed in the Personal account, and through Personal account, you will be able to access information and exercise certain other rights, all as set forth in the Investment Facilitation Agreement and the relevant services agreements entered into between Vitofund and the relevant SPV.
We have not created a market for you to purchase and sell shares/stocks in which you have invested, and in making any investment you should be aware that it is likely that you will not be able to sell your shares/stocks. While we allow the Investors to interact directly with each other to advertise interest to buy and sell their shares/stocks in the SPV, the Platform shall not bring together buying and selling interest by means of Vitofund’s protocols or internal operating procedures in a way that results in a contract. The Platform does not represent an internal matching system which executes client orders on a multilateral basis. Vitofund does not operate a trading system and such buying and selling activity is at your discretion and responsibility.
You can view your activity history through the Personal account section of the Platform at any time, and you can view all of your current investments through the Personal account of the Platform at any time. These are the only ways in which you will be able to obtain information about your transactions and investments from us, and we do not intend to send any form of periodic statements to you.
Your investments may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any gains you receive from your investments. Payment of taxes is entirely your responsibility and save as required by Latvian Republic law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability. If you have any questions with respect to tax matters, you should consult a professional advisor.
Risk Warnings to Investor
You acknowledge that you fully understand and undertake the risks associated with investments in Project Owners, 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. 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 Latvian Republic 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 Latvian Republic law.
You may not receive any return on your investment.
The participation in the Fundraising is not a saving product and Vitofund advises you not to invest more than 10% of your net worth in crowdfunding projects.
You may not be able to sell the investment instruments when you wish. If you are able to sell them, you may nonetheless be subject to losses.
Due to the nature of private companies, there may be limited information - financial, operating or otherwise - regarding the Project Owner. There is a risk that: (i) there are facts or circumstances pertaining to the Project Owner that you are not aware of, and (ii) publicly available information and information on the Platform concerning the Project Owner may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.
Vitofund does not independently verify information regarding start-ups or endorse any start-up for direct or indirect investment. Although Vitofund evaluates potential start-ups to determine which start-ups will be available as potential investments for Platform Users, this evaluation does not constitute an endorsement or a recommendation that you invest in any particular start-up and does not establish an advisory relationship between Vitofund and you. Vitofund did not undertake any special due diligence with respect to the Project Owner and shall not be liable with respect to its past, present, or future performance or non-performance. In particular, Vitofund did not independently verify and it is not responsible for the information in the Project Owner Applications and/or KIIS.
You should consult your own legal, tax, investment and financial advisers regarding the suitability, desirability and appropriateness of participating in the Fundraising. Vitofund does not advise you on the merits of your investment or provide any other advisory services to you.
Investments in start-ups involve significant risks and are suitable only for investors capable of evaluating and bearing those risks, who have limited need for liquidity in their investment and who can afford the potential full loss of their investment. Investments in start-ups fail at a particularly high rate. In return of your investment, you may ultimately receive cash, shares/stocks, or a combination of cash and shares/stocks or nothing at all. If you receive shares/stocks, the shares/stocks may not be publicly traded, and may not have any significant value.
Vitofund does not guarantee the future performance or financial results of the Project Owner. A return on investment will also depend upon the successful liquidity of the shares/stocks of the Project Owner and thus, the ultimate value of any investment depends upon factors beyond your control. You will typically not receive distributions, if any, until a liquidity event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.
Your investment in the Project Owner through the SPV is subject to dilution. This means that if the business raises additional capital at a later date, it will issue new shares/stocks to the new investors, and the percentage of the Project Owner that you indirectly own will decline. These new shares/stocks may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares/stocks) to employees, service providers or certain other parties.
You will receive only limited information about the Project / Project Owner (and such information will most likely not include audited financial statements with respect to the SPV and the Project Owner). You will not receive ongoing information about the value or valuation of the Project Owner, and you understand and agree that any such valuation information would, in any event, be of limited reliability and use.
If you require liquidity in the investment, you should not participate in the crowdfunding projects/fundraising campaigns. Shares/stocks issued by the Project Owner will be subject to legal and contractual transfer restrictions and procedures (including under the relevant subscription and shareholders agreement or other future contractual arrangements). Your ability to transfer the shares/stocks in the SPV is also subject to legal and regulatory restrictions and procedures. You should consult your legal advisers. You may not be able to transfer your shares/stocks in the SPV at the time or at the price you seek to make a transfer. You typically should expect to hold your shares/stocks in the SPV until a liquidation event has occurred at the level of the Project Owner.
You acquire shareholder rights at the level of the SPV only, as such rights are set forth by Latvian Republic law and the articles of association of the SPV. You will not have any voting powers at the level of the Project Owner. Further, the SPV will typically not obtain representation on the board of directors or have any control over the management of the Project Owner.
The Application, the KIIS or any other documents related to your participation in the Project have been neither verified nor approved by any Latvian Republic or European authorities.
The appropriateness of your education and knowledge have not necessarily been assessed before you being granted access to the Project. 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, you assume the full risk of taking the investment, including the risk of partial or entire loss of the money invested.
Provisions applicable to Project Owners
Vitofund has the right to Project moderation - assessment of compliance of the Project information with the requirements of the GTaC. In case of refusal to place/publish the Project, Vitofund shall not bear any liability for direct or indirect damage (losses) incurred by the project author, Project owner or third parties in connection with the refusal to place/publishing the Project.
Vitofund has the unconditional right to refuse to place/publish the Project without giving reasons. The failure of Vitofund is not a basis for liability for direct or indirect damage (losses) incurred by the project author, Project owner or third parties in connection with the refusal to place/publishing the Project.
Not allowed for placement/publishing Projects that inter alia:
- directly or indirectly aimed at inciting hatred, enmity, religious, national or other intolerance, propaganda of war or violence, assistance to terrorism or crime;
- violate the rights of organizations and/or citizens/humans;
- directed to activities expressly prohibited or restricted by law of Latvian Republic or European Union regulation;
- have no economic and/or organizational justification;
- applied without sufficient authority.
The determination as to whether a business is eligible to use our Platform at all, as a Platform User, is ours and ours alone, and we may determine that a business may not use our Platform as a Platform User for any reason or no reason. We are not required to communicate the reason for any such determination to you.
In order to seek capital for a Project owner using the Platform, you will need to follow the process set forth in the relevant section of the Platform. This process requires you to provide answers to a series of questions about your business, along with evidence to support certain of those answers, and it also allows you to upload certain video and other files if you so choose. You will also be able to establish how much capital you are seeking for the business, and what percentage of equity you are offering in exchange for that capital. The Project will stay active for a specified period of time, as set forth in the License and Services Agreement.
When Project Owner create a Project/Fundraising campaign for himself and make Application, he should determine the main contact person with respect to the Project, the signatory to the License and Services Agreement will be duly authorized (official) representative and the Project owner will be required to disclose certain information about himself as part of the Project/Fundraising process.
Once you have completed the journey described in the Personal account, you will need to execute a License and Services Agreement, which sets out the Project Owner’s obligations with respect to the Project/fundraising process, including with respect to the drafting of the KIIS.
The KIIS should be drawn up by the Project Owners, because the Project Owners are in the best position to provide the information required to be included therein.
The KIIS should reflect the specific features of lending-based and investment-based crowdfunding. To that end, specific and relevant indicators should be required. The KIIS should also take into account, where available, the specific features and risks associated with Project Owners and their business, and should focus on material information about the Project Owners, the investors' rights and fees, and the type of transferable securities, admitted instruments for crowdfunding purposes and loans offered.
The KIIS should warn prospective investors that the investing environment they have entered into entails risks that are covered neither by deposit guarantee schemes established in accordance with Directive 2014/49/EU nor by investor compensation schemes established in accordance with Directive 97/9/EC.
Non-sophisticated investors should be informed in the KIIS that the investor compensation scheme protection does not apply to transferable securities or admitted instruments for crowdfunding purposes acquired through the crowdfunding platform.
Vitofund is allowed to present more information than required in the key investment information sheet drawn up by the Project Owner. Such information should, however, be complementary and consistent with the other information provided in the KIIS.
Once the Project/Fundraising process has been started and Application submitted on the Platform, Investors will be able to review the KIIS and make an investment. Your and our rights and obligations with respect to the investment process will be as set forth in the relevant License and Services Agreement. If the Project Owner receives the investment it is seeking, you and the SPV will execute a subscription and shareholders agreement.
By posting information to Application, Project Owner confirms that it has all rights to the content contained in Application. Applications that violate intellectual property rights are subject to blocking, and content that violates the exclusive rights of copyright holders is subject to removal.
The Project Owner undertakes not to place the same Project in the same time on the Platform and on other Internet resources using the crowdfunding scheme (model). In case of violation of this obligation, Vitofund has the right unilaterally to deny its services for the Project / to block the Project.
The Project Owner has the right to promote his Project at other Internet resources (if not restricted by relevant Internet resource) by placing the information about his Project containing the link on it on the Platform.
Project Owner Application can be of the following type:
"the Target to be reached until" - has limits on the minimum necessary amount for the implementation of the Project and the time of Fundraising, which the Project Owner sets when placing the Application/publishing the KIIS/Project. However, if at the end of this time the minimum amount for the implementation of the Project has not been collected, the Project shall be deemed cancelled (rescinded and dissolved). Exclusion from last-mentioned - all Investors already have decided (applicated) to invest in to the Project Owner within given Project (interested Investors) and Project Owner made agreement to accept investment in to Project Owner in less (actually collected) amount. Investment of collected funds to the Project Owner is made only in case of collection of the minimum necessary amount established by the Project Owner or agreement to accept investment in to Project Owner in less (actually collected) amount is signed by interested Investors and Project Owner and only after expiration of the Fundraising time (Project's time frame) established by the Project Owner, after signing of all necessary documents with the Project Owner and all applied Investors.
Provisions applicable to all Platform Users
Vitofund 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 extra-judicial formality, if you commit a breach of the Platform Documents or you have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of any of the Platform Documents.
Furthermore, Vitofund 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 extra-judicial formality, if:
- required by law or an authority’s decision (for example, where the provision of services to the Platform User is deemed to be, or becomes, unlawful or a licensed activity) or because Vitofund ceases to provide the services for any reasons; or
- Vitofund is transitioning to no longer providing the services to users in the country in which the Platform User is a resident or from which the Platform User uses the Platform; or
- the provision of the services to the Platform User by Vitofund is, in Vitofund’s opinion, no longer commercially viable.
In addition to the information set forth in each Application (information about Project/Fundraising campaign), the Platform may contain information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". 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 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.
The Platform may contain links to other websites. Unless we expressly say otherwise, Platform User should assume that these other websites are not under the control of Vitofund or its affiliates. Vitofund assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on the Platform, that does not mean that Vitofund endorse that other website or in any way recommend that you should use it.
Vitofund may run advertisements and promotions from Vitofund and/or third parties on the Platform (any part of the Platform) or may otherwise provide information about or links to third-party products or services on the Platform. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Vitofund is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Vitofund advertisers or third-party information on the Platofrm.
Vitofund may provide the Platform User with notices, by email, regular mail or postings on the Platform.
From time to time we may send you emails with information about activity on the Platform, including new Projects/Fundraising campaigns and the progress of existing ones. Any emails we send you about activity on the Platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, Projects/Fundraising campaigns or investments, our business, these GTaC 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.
Platform advertising materials, both by e-mail and using SMS messages to the mobile phone indicated by the user during registration. If the Platform User does not wish to receive the information specified in this paragraph, he must refuse to receive information during registration or use the function of refusing to receive information in the section "Notification Settings," which is located in his personal account in the "Settings" tab. Also, the Platform User can make a written request to cancel the information by sending an electronic message to the address firstname.lastname@example.org
If you have a complaint with respect to any aspect of the Platform, you should report it to us immediately (30 (thirty) days from the date of the facts that have generated the complaint (date the violation of your lawful rights or/and legitimate interests), or from the date, you knew or should have known about that facts) by sending a complaint by electronic
means – to the address email@example.com, using the standard template www.vitofund.com/complaint_template.
Vitofund will handle complaints according to up-to-date procedure www.vitofund.com/complaint_handling_procedure. Complaints are filed and handled free of charge. Vitofund shall investigate all complaints in a timely and fair manner, and communicate the outcome within a reasonable period of time to the complainant.
Vitofund will send an initial response (acknowledge receipt) to your email within no more than 10 working days after Vitofund receive the complaint with confirmation whether complaint is admissible, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. The initial response (acknowledge receipt) of a complaint will contain the identity and contact details, including e-mail address and telephone number, of the person to whom or department to which complainants may address any query
related to their complaint and a reference to the timeframe within which a decision on the complaint will be notified to the complainant.
If we are investigating the matter further, we will provide you with a final response by no later than eight weeks after we receive your complaint. 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 Personal account is registered.
A party shall not be in breach of these GTaC 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.
Any claims of the Platform User arising in connection with the performance of this GTaC shall be brought by the relevant persons - Vitofund and/or the relevant Platform User and/or other third parties whose actions/omissions have resulted in such your's claims.
All disputes, disagreements and claims that may arise in connection with the execution of this GTaC shall be settled by the Parties through negotiations. If it is impossible to resolve the dispute peacefully, then such a dispute should be submitted to the court.
These Platform GTaC and your use of the Platofrm shall be governed by and construed in accordance with the laws of the Latvian Republic applicable to agreements made and to be entirely performed within the Latvian Republic without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these GTaC shall be filed only in the Riga City Vidzeme Suburb Court Abrenes str. 8, Riga, LV-1356, Latvian Republic and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these GTaC.
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.
If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then such: (a) provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) provision will be void to the extent it is held to be invalid or unenforceable; (c) provision will remain in effect to the extent that it is not invalid or unenforceable; and (d) invalidity or unenforceability will not affect any other provision of these GTaC.
Vitofund reserves the right to change or modify any of the terms and conditions contained in the GTaC, any policy or guideline of the Platform, and any and all content contained in the Platform (incl. design of any Platform pages, their content etc.), modify or supplement the scripts, software and other objects or applications used, modify any services, offered through the Platform at any time without notice and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Platform, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Platform following the posting of changes or modifications will confirm your acceptance of such changes or modifications. You should frequently review the GTaC and applicable policies from time to time to understand the terms and conditions that apply to your use of the Platform. If you do not agree to the amended terms, you must stop using the Platform.