GENERAL TERMS AND CONDITIONS
OF BB Beteiligungsbörse Deutschland GMBH
GENERAL TERMS AND CONDITIONS
of BB Beteiligungsbörse Deutschland GMBH
BB Beteiligungsbörse Deutschland GmbH ("BETEILIGUNGSBÖRSE DEUTSCHLAND"), Trostbrücke 1, 20457 Hamburg, operates a platform for the planning and implementation of corporate investments. For this purpose, information from sellers of potential company investments (individually or, in the case of several sellers, jointly the "Seller(s)"), interested investors for company investments ("Investor(s)") as well as from consultants ("Consultant(s)") is collected and processed.
In the following, Investor, Seller and Advisor are also referred to as "Party" and collectively as "Parties".
Unless agreed upon in an individual contract between BETEILIGUNGSBÖRSE DEUTSCHLAND on the one hand and a party on the other hand, these General Terms and Conditions ("GTC") shall apply to all legal relationships between BETEILIGUNGSBÖRSE DEUTSCHLAND and a party. These GTC apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the seller or the sellers will only become part of the contract if and to the extent that BETEILIGUNGSBÖRSE DEUTSCHLAND has expressly agreed to their applicability in writing. This consent requirement shall apply in any case, for example even if a seller refers to its general terms and conditions in the order confirmation and BETEILIGUNGSBÖRSE DEUTSCHLAND does not expressly object thereto.
1. services of BETEILIGUNGSBÖRSE DEUTSCHLAND
1.1 BETEILIGUNGSBÖRSE DEUTSCHLAND provides a platform for equity transactions for the parties and accompanies the transactions from onboarding to due diligence to closing. Transaction advisors are mediated via the platform. The platform has an integrated, automated messaging system to facilitate communication between the parties as well as extensive functionalities to manage and monitor all ongoing business transactions.
1.2 The services of BETEILIGUNGSBÖRSE DEUTSCHLAND consist, among others, of:
(a) Provision of the possibilities of use of the platform after admission of a user;
(b) Creating information and communication opportunities between and for the parties;
1.3 The service provided by BETEILIGUNGSBÖRSE DEUTSCHLAND does not include legal, tax or strategic advice to the parties. BETEILIGUNGSBÖRSE DEUTSCHLAND acts only as an intermediary vis-à-vis the parties. BETEILIGUNGSBÖRSE DEUTSCHLAND does not provide any banking services within the meaning of Section 1 (1) of the German Banking Act (KWG) or any other activities that require an official or judicial permit. BETEILIGUNGSBÖRSE DEUTSCHLAND takes care to admit only reliable companies to its platform, but is not obliged to verify their economic, business or other performance, quality or reliability.
1.4 There is no exclusive right on the part of an investor or advisor to offers made to it via BETEILIGUNGSBÖRSE DEUTSCHLAND.
The remuneration of BETEILIGUNGSBÖRSE DEUTSCHLAND or a party shall be determined in bilateral agreements.
3.1 Notwithstanding the services to be provided by BETEILIGUNGSBÖRSE DEUTSCHLAND, the Sellers shall, for their part, take all measures necessary for the successful execution of the Transaction and, in doing so, coordinate with BETEILIGUNGSBÖRSE DEUTSCHLAND. In particular, the Sellers shall keep BETEILIGUNGSBÖRSE DEUTSCHLAND informed on an ongoing basis of all strategies, developments and discussions relating to the Transaction and shall provide BETEILIGUNGSBÖRSE DEUTSCHLAND with all information and documents material to the Transaction in a complete, timely and prompt manner.
3.2 If possibly suitable investors have already been identified by the Vendor prior to the conclusion of a contract with BETEILIGUNGSBÖRSE DEUTSCHLAND, these contacts and the contents of the discussions shall be forwarded to BETEILIGUNGSBÖRSE DEUTSCHLAND or its advisors. The seller will inform BETEILIGUNGSBÖRSE DEUTSCHLAND in writing about these investors at the beginning of the contract period and they will be involved in the further process after consultation.
3.3 During the term of this Agreement, the Vendor shall be free to make independent efforts to identify or approach potential investors. However, in the interest of a coordinated and successful transaction process, the Sellers shall always inform BETEILIGUNGSBÖRSE DEUTSCHLAND or the advisor(s) in advance about the approach of such potential investors. They will also be involved in the further process.
3.4 If the Vendor uses the services of third parties to obtain information or to provide transaction support, the Vendor shall remain responsible for the services of such third parties in the relationship with BETEILIGUNGSBÖRSE DEUTSCHLAND. The Vendor shall ensure that the services of third parties are provided in such a way that the provision of the services of BETEILIGUNGSBÖRSE DEUTSCHLAND as well as the advisors are not impaired thereby.
4. platform usage obligations
4.1 The parties are obliged,
(a) to establish and maintain the necessary data security precautions throughout the term of the contract. This essentially refers to the careful and conscientious handling of logins and passwords;
(b) to notify BETEILIGUNGSBÖRSE DEUTSCHLAND immediately of any technical changes occurring in its area of responsibility, if such changes are likely to affect the provision of services or the security of the platform of BETEILIGUNGSBÖRSE DEUTSCHLAND;
(c) to cooperate in the clarification of attacks by third parties on the platform, insofar as this cooperation by the user is required.
4.2 Each party undertakes to refrain from all measures that jeopardize or disrupt the functioning of the platform and not to access data to which it is not entitled. Furthermore, it must ensure that its information transmitted via the platform and posted data are not infected with viruses, worms or Trojan horses. The Parties undertake to compensate BETEILIGUNGSBÖRSE DEUTSCHLAND for all damages resulting from the Party's failure to comply with these obligations and, in addition, to indemnify BETEILIGUNGSBÖRSE DEUTSCHLAND against all claims of third parties, including attorneys' fees and court costs, asserted by such third parties against BETEILIGUNGSBÖRSE DEUTSCHLAND due to the Party's failure to comply with these obligations.
5. development of the contracts concluded in the marketplace.
The execution of contracts concluded between the seller and the consultants is the sole responsibility of the respective party. BETEILIGUNGSBÖRSE DEUTSCHLAND does not guarantee the fulfillment of the contracts concluded between the parties, nor does it assume any liability for poor performance. BETEILIGUNGSBÖRSE DEUTSCHLAND is under no obligation to ensure the performance of the contracts concluded between the parties.
6.1 In the event of any defects in a service to be provided by BETEILIGUNGSBÖRSE DEUTSCHLAND, the Company or the shareholders shall be entitled to subsequent performance by BETEILIGUNGSBÖRSE DEUTSCHLAND. Only if the subsequent performance fails, the Company may also demand a reduction of the remuneration or withdraw from the contract. Insofar as claims for damages exist beyond this, clause 12 shall apply.
6.2 The claim for rectification of defects must be asserted in writing without delay.
6.3 Claims under Clause 1 that are not based on an intentional act shall become statute-barred after the expiry of one year from the statutory commencement of the limitation period.
6.4 The inclusion of a party on the platform does not provide any guarantee that discussions, negotiations or the conclusion of a contract with another party will occur.
6.5 BETEILIGUNGSBÖRSE DEUTSCHLAND does not assume any liability for the correctness or completeness of data deposited on the platform. In this respect, the data is provided by third parties. BETEILIGUNGSBÖRSE DEUTSCHLAND acts as an intermediary in this respect.
6.6 BETEILIGUNGSBÖRSE DEUTSCHLAND has no influence on the content of any offers made by the Sellers and is not authorized to negotiate with respect thereto. BETEILIGUNGSBÖRSE DEUTSCHLAND therefore does not assume any liability for statements made by a Seller in the course of discussions, contract negotiations, conclusion of contracts or in any other context.
7.1 The parties undertake not to make public in any manner whatsoever any valuations, opinions or other statements of BETEILIGUNGSBÖRSE DEUTSCHLAND in the context of a transaction or to forward such to third parties without the express written consent of BETEILIGUNGSBÖRSE DEUTSCHLAND and not to issue any publications or press releases referring to BETEILIGUNGSBÖRSE DEUTSCHLAND.
7.2 The parties reserve the right to publish information in connection with the transaction after its successful completion in coordination with the respective other parties in a form customary in the industry, e.g. as tombstone. Confidential information is excluded from this.
8. purposes and scope of data use
8.1 BETEILIGUNGSBÖRSE DEUTSCHLAND limits the use of data of the Parties to the extent necessary for the corporate purpose described in the preamble. Any further disclosure of the data to third parties, in particular to companies not registered in the database, shall not take place.
8.2 BETEILIGUNGSBÖRSE DEUTSCHLAND may, among other things, but not limited to, collect, store, modify and transmit the following data of the Sellers and Investors:
- Company name and the name of possible subsidiaries
- Contact person incl. contact details
- Business model
- Industry assignment
- Sales and earnings figures
8.3 Each Seller shall ensure that it does not provide any competitively sensitive information (e.g. prices, customers, strategy, etc.) to investors. Should the exchange of such information be necessary for the evaluation and execution of the transaction, the seller and investor shall take appropriate precautions (e.g. clean teams, aggregation or redaction of data).
9. data processing
The collection, storage, modification or transmission of data shall only take place within the framework of the applicable German or European data protection law, in particular the BDSG and the DSGVO and - where necessary - with the consent of the sellers. A corresponding declaration of consent is made with the signing of this contract.
9.1 BETEILIGUNGSBÖRSE DEUTSCHLAND shall process the data of the parties only to the extent necessary for the performance of its contractual duties vis-à-vis an investor, a seller or a consultant or as required by law.
9.2 BETEILIGUNGSBÖRSE DEUTSCHLAND shall take all necessary and reasonable measures to protect the data of the parties against unauthorized use, unauthorized disclosure or loss. In this context, it should be noted that the transfer and storage of data by electronic means involves risks that BETEILIGUNGSBÖRSE DEUTSCHLAND cannot completely exclude. In this respect, it is possible that third parties may obtain unauthorized knowledge of the data, alter, falsify or delete it.
9.3 BETEILIGUNGSBÖRSE DEUTSCHLAND will delete data from the database that is no longer required or return it to the party concerned if the party so requests. This shall not apply if deletion is contrary to statutory retention requirements or if legitimate interests of BETEILIGUNGSBÖRSE DEUTSCHLAND or a third party conflict with such deletion. Data that are not personal will continue to be stored and used by BETEILIGUNGSBÖRSE DEUTSCHLAND for the statistical evaluation of the database.
9.4 In all other respects, reference is made to the data protection declaration of BETEILIGUNGSBÖRSE DEUTSCHLAND, which can be viewed at https://www.beteiligungsboerse.eu/datenschutzerklaerung/.
10. electronic communication
10.1 The Sellers are aware that the sending of information and documents by electronic means (in particular by e-mail) is fraught with risks. In particular, it is known that it cannot be technically excluded that third parties can gain access to the data, take note of them, change them or falsify them. In addition, electronic communications may contain viruses or other components that could disrupt or damage another computer system. Information transmitted electronically may be incomplete, delayed or not received by the recipient. Subject to any other contractual provision or other written notification, the Company nevertheless agrees that information and documents may be sent electronically within the scope of the provisions of this Agreement.
10.2 BETEILIGUNGSBÖRSE DEUTSCHLAND shall not be liable for any damages incurred by the seller, investor or third parties as a result of such a shipment, unless the damage is due to an intentional or grossly negligent breach of its obligations under this agreement.
11.1 The Parties undertake to treat as confidential all information provided to them in connection with transactions arranged through BETEILIGUNGSBÖRSE DEUTSCHLAND and, to that extent, to maintain secrecy vis-à-vis third parties. This does not apply to involved consultants, auditors, lawyers or financing partners who advise a party in the assessment and development of a transaction in the context of a Matching Result, provided that the party ensures through agreements with this group of persons that they also observe the data protection regulations and confidentiality.
11.2 Should a party terminate the bilateral contractual relationship with BETEILIGUNGSBÖRSE DEUTSCHLAND, the obligation to maintain confidentiality pursuant to Section 1 shall continue to exist for an additional 24 months from the date of termination of the contract.
11.3 There shall be no obligation of confidentiality for information which is
(a) were publicly available at the time of disclosure or became publicly available thereafter;
(b) have been disclosed to the recipient of the information by a third party without an obligation of confidentiality;
(c) were already in the possession of the recipient of the information or known to the recipient of the information at the time of disclosure;
(d) were developed by the recipient of the information independently of the confidential information; or
(e) if and to the extent that the recipient of the information or any of its employees is required by law or by a decision of a court or administrative authority to disclose and/or inform about the information.
12.1 Unless otherwise provided in these GTC including the following provisions, BETEILIGUNGSBÖRSE DEUTSCHLAND shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
12.2 BETEILIGUNGSBÖRSE DEUTSCHLAND is liable for damages - irrespective of the legal reason - within the scope of fault liability in case of intent and gross negligence. In the event of ordinary negligence, BETEILIGUNGSBÖRSE DEUTSCHLAND shall be liable, subject to statutory limitations of liability (e.g., care in own affairs; insignificant breach of duty), only for
(a) for damages resulting from injury to life, body or health,
(b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, the liability of BETEILIGUNGSBÖRSE DEUTSCHLAND is limited to the compensation of the foreseeable, typically occurring damage.
12.3 The limitations of liability resulting from 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favor) whose fault BETEILIGUNGSBÖRSE DEUTSCHLAND is responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee has been assumed.
12.4 BETEILIGUNGSBÖRSE DEUTSCHLAND shall not be liable for any disruptions within the network for which BETEILIGUNGSBÖRSE DEUTSCHLAND is not responsible.
12.5 BETEILIGUNGSBÖRSE DEUTSCHLAND shall be liable for the loss of data in accordance with the preceding paragraphs only if such loss could not have been avoided by reasonable data backup measures on the part of the parties.
12.6 The Parties are prohibited from posting content (e.g. through links or frames) on the platform that violates statutory provisions, official orders or morality. Furthermore, they are prohibited from posting content that violates the rights, in particular copyrights or trademark rights, of third parties. As far as the platform offers the possibility to link to databases, websites, services etc. of third parties, e.g. by placing links or hyperlinks, BETEILIGUNGSBÖRSE DEUTSCHLAND is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, BETEILIGUNGSBÖRSE DEUTSCHLAND is not liable for the legality, accuracy, completeness, timeliness, etc. of the content of such databases or services.
13 Applicable law
The relationship between BETEILIGUNGSBÖRSE DEUTSCHLAND and the parties shall be governed exclusively by German law. If a party is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship shall be Hamburg. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
14. final provisions
14.1 Amendments or supplements to the GTC shall require text form in order to be effective, unless notarization is required by law, as well as express reference to the original contract. This shall also apply to any agreement to deviate from or waive this formal requirement.
14.2 The Vendor may only offset claims for remuneration of BETEILIGUNGSBÖRSE DEUTSCHLAND against claims that have been legally established or recognized by BETEILIGUNGSBÖRSE DEUTSCHLAND.
14.3 Any partial or complete transfer of the User's rights under the Agreement with BETEILIGUNGSBÖRSE DEUTSCHLAND to third parties is excluded.
14.4 BETEILIGUNGSBÖRSE DEUTSCHLAND reserves the right to change or expand the content and structure of the platform as well as the associated user interfaces. BETEILIGUNGSBÖRSE DEUTSCHLAND will inform the users of the marketplace about the changes accordingly.