In force as from the .
Every Web user visiting the Website www.spreds.com is invited to carefully read carefully these General Terms & Conditions before browsing and using the Website.
The General Conditions will be provided to all Members on a durable medium upon the moment of their registration. The General Conditions are equally available on a durable medium in the online Account of the Member.
Everyone browsing the pages of the Website, or signing in as a Member of Spreds, is irrefutably presumed to have read and to have agreed unconditionally to these General Terms & Conditions.
- An account opened in the name of and for the account of a Member of Spreds.
- Any private individual or legal entity, which is a Member of Spreds, selected by Spreds with a view to a Crowdfunding operation and which has concluded an agreement with Spreds for this purpose.
- The general public investing indirectly in the form of instruments issued by Spreds Finance, in the Companies proposed by Spreds.
- A financing operation initiated by Spreds through the issuance of Notes by Spreds Finance, intended to raise funds from the Crowd for the purpose of an investment, in the form of a participation in capital or in the form of a loan, by Spreds Finance in a Company.
- Crowdfunding Law
- The Law of 18 December 2016 on the Regulation and Delimitation of Crowdfunding and Containing Various Fiscal Provisions as published in the Belgian Official Gazette on the 20th December 2016.
- The Financial Services and Markets Authority having its seat at 12-14 Rue du Congrès in 1000 Brussels.
- General Conditions
- The present general conditions of Spreds, as they may be modified over time, it being understood that the updated version will be available via a hyperlink at the bottom of each page of the Website.
- Any Member having invested by means of a Transaction.
- Issue Document
- A document prepared jointly by Spreds and a Company, containing information relating to Spreds Finance and the Company and setting out the modalities of the Crowdfunding operation concerned, in the form of Terms of Investment or, in the case of a public offering, in the form of a Prospectus.
- Any private individual or legal entity, which has completed the formalities online using the Website to create an Account with Spreds and having received an email from Spreds with confirmation of the opening of his Account with Spreds.
- Spreds S.A., a limited company incorporated in Belgium, recorded in the Crossroads Bank for Enterprises (RPM Nivelles) under number VAT BE 837.496.614, having its company headquarters at B-1000 Brussels, Place Sainte Gudule.
- Spreds Finance
- Spreds Finance S.A., a limited company incorporated in Belgium, recorded in the Crossroads Bank for Enterprises (RPM Nivelles) under number VAT BE 538.839.354, having its company headquarters at B-1000 Brussels, Place Sainte Gudule 5. Spreds Finance is a financing vehicle within the meaning of the Crowdfunding Law which is controlled by Spreds.
- The securities issued by Spreds Finance in accordance with their Issue Document within the framework of a Crowdfunding operation initiated by Spreds.
- Online Profile
- The Entrepreneur prepares an online profile for the Company that will be published on the Website. This Online Profile contains information concerning the Company, the project and the team. An explanatory video will also be prepared by the entrepreneur.
- An Issue Document approved by the FSMA. It contains the necessary information required for an investment and complies with the demands of the Crowdfunding Law and the Law of 16 June 2006 on the Public Offering of Investment Instruments and the Admission of Investment Instruments to Trading on a Regulated Market.
- The platform accessible to Members online on the Website, allowing each Member to participate in a Crowdfunding operation and to see information regarding his Account.
- The risks related to an investment in one of the Companies as described in an Issue Document that have to be read and analysed by every member before subscribing to Notes.
- Terms of Investment
- The contractual conditions that determine the rights and obligations of Spreds Finance and the Members relating to the Notes subscribed to by Members.
- Any financial subscription to Notes according to the terms and conditions of the Crowdfunding operation as described in the respective Issue Document
- Web user
- Any private individual or legal entity browsing on the Website and using the modalities and functionalities of the Website, including Members
II. Subject of these General Terms & Conditions
These General Terms & Conditions govern:
- All browsing on and use of the Website by Web users, with the Website providing Web users mainly with general information about the services offered by Spreds and the Companies registered with Spreds for selection or financing and/or financed by Spreds Finance;
- All browsing on and use of the Website and of the Platform by its Members, as well as generally all the services of Crowdfunding and other services or functionalities offered by Spreds and Spreds Finance to Members; certain pages and functionalities of the Website being exclusively reserved to the Members.
III. General Provisions and Mission of Spreds
Spreds operates a Crowdfunding platform that allows the public to finance, through Spreds Finance, innovative companies in the form of a loan or equity stake.
Spreds seeks to allow individuals to invest indirectly through the financing vehicle Spreds Finance, of which it is the controlling shareholder and managing director, in innovative Companies and, if possible, alongside professionals, starting from EUR 100 and according to the same financial conditions as these professionals.
The basic idea of Crowdfunding, according to Spreds, is that many individuals invest a small amount in the course of a Crowdfunding campaign launched on the www.spreds.com site, and the sum of these investments enables a Company to be financed. The amounts invested are collected in Spreds Finance and then released to the benefit of the company being financed when the expected total amount is reached within a specified time. Otherwise, the money is refunded to the Investor.
Spreds shall act honestly, fairly and professionally and also in the best interests of its Members. In order to guarantee compliance to these values, Spreds is subject to different regulatory instruments. These have been implemented with a variety of rationales, of which the most prominent is the adequate protection of consumers. Most prominently, the activities of Spreds are governed by the laws and regulations stipulated below.
As Spreds provides alternative financing services, it is subject to the Crowdfunding Law. This law regulates the legal status and certification of platforms providing alternative financing services. Receiving this certification allows a certain platform to conduct Crowdfunding on the Belgian territory, but also allows these platforms to provide the associated tax advantages to its Investors. Within the framework of this law, Spreds also warrants to not:
- receive and hold funds and investment instruments owned by its Members;
provide investment services as described by art. 2, 1° and 2° of the Law of 25 October 2016 concerning the access to the business of investment services and concerning the status of and supervision on wealth-management and investment advisory companies, this implies more concretely that Spreds:
- will not receive, transmit or excute orders relating to financial instruments,
- will not conduct an investment advice activity as defined in art. 2, 9° of the aforementioned law of 25 October 2016 and will not give personalised recommendations as defined in art. 2, 10° of the aforementioned law,
- will not place any financial instruments as defined art. 2, 1°, 7 of the law of 25 October 2016 and top of that will not conduct any wealth management activities as defined in art. 2, 8° of the aforementioned law;
- exercise an activity of mediation that requires a status as sanctioned by art. I.9, 2° of the Code of Economic Law;
- act in the capacity of a financial or qualified intermediary as described in art. 2, 9° and 10° of the law of 2 August 2002 concerning the supervision of the financial sector and the financial services;
- act as an agent of a payment institution as described in art. 4, 15° of the law of 21 December 2009 on the status of payment institutions and institutions for electronic money;
- act as a mediator in banking and investment services as described in art. 4 of the Law of 22 March 2006 concerning de mediation in banking and investment services and the distribution of financial instruments;
- hold a mandate or power of attorney on the accounts of its Members;
The Law of 16 June 2006 on the Public Offering of Investment Instruments and the Admission of Investment Instruments to Trading on a Regulated Market governs the limits of public offerings in Belgium and dictates to what extent Spreds should comply with certain information obligations vis-à-vis the Crowd.
Book VI of the Code of Economic Law (as introduced by the Law of 21 December 2013 on the insertion of Book VI of the Code of Economic Law (…)) to the extent that this code is applicable to all Transactions with regards to consumers and has special attention for the protection of consumers in a digital context and with regards to the provision of financial services.
The Royal Decree of 25 April 2014 imposing certain obligations with regards to the information provided when commercialising financial products to Investors.
IV. Operation and organisation of Spreds Finance
Spreds Finance is an intermediate vehicle between Investors and Companies that enables the fundraising Companies to avoid having to manage a large number of small shareholders.
For each Crowdfunding operation, a compartment is created in this vehicle. The amount raised from the Crowd is collected in this compartment and this compartment then invests in the Company and will hold the investment in this Company (be it in shares or bonds emanating from a loan). These compartments are partitioned so that the risks of one compartment cannot contaminate another compartment. Each compartment is the subject of separate accounting treatment.
In legal terms, the Investor is not a shareholder of the Company and does not benefit from shareholder rights (such as the right to participate in the general meeting, voting rights) in the Company. On the other hand, the Issue Documents provide that certain decisions taken by the Company cannot be adopted without the authorisation of the Investors having invested in the Crowdfunding campaign of the Company.
Economically, Spreds Finance allows the Investor to have the same exposure as if the investor had invested directly in the Company. The investor therefore carries the same risks. The financial returns earned by Spreds Finance for its investment in the Company will be transferred to the Noteholders of that compartment, subject to any fees or commissions withheld by Spreds Finance or Spreds (see X. Cost of the Services).
The management of Spreds Finance and of the shareholding or loans in the financed Companies is operated by Spreds and is conducted in the exclusive interest of Investors up to the transfer or liquidation of such shareholding.
The rights and obligations of Investors arising from their investment in the financing vehicle cannot be changed unilaterally by Spreds Finance.
During the period of investment in the compartment of Spreds Finance, the Investors receive the same financial information relating to the Company that they have chosen as the shareholders of this particular Company holding the same category of shares as Spreds Finance.
V. Financial instruments offered
In return for their investment, the Investors receive a Note issued by Spreds Finance and whose conditions are described in the Offering Document.
The Notes are subjected to Belgian law and represent a debt towards the issuer, Spreds Finance.
The Notes have an undetermined duration and are denominated in euro (subject to exception). They offer no guarantee to a specific yield or a repayment of the capital. The yield and amount reimbursed depend entirely on the performance of the investment made by Spreds Finance with the proceeds of the issuance of the Notes.
The subscription price is the value of the Note, this is the amount invested by the Investor. This price does not take into account the subscription fees and the payment fees.
The issuance conditions of the Notes and the risks relating thereto are described in the Offering document of the Notes written for each Crowdfunding operation.
Any investor considering subscribing to the Notes must conduct its own analysis of the solvency, business, financial condition and prospects of Spreds Finance and the Company on the basis of the information provided in the Offering Document, the Online Profile or on the www.spreds.com website. The Company information available on the Online Profile is provided exclusively by the Company
VI. Enrolment of Members
In order to become a Member and to open an Account, the Web user must fill out an enrolment form on the Website online, provide the documents requested to Spreds and agree explicitly online to these General Terms & Conditions.
Enrolment of a private individual as Member is exclusively reserved by Spreds to persons who are of legal age (having reached the age of 18 or more) and possessing the legal power to act and enter into contracts. Enrolment of a legal entity as a Member requires that they provide the valid incorporation or contractual documents and that the formalities of enrolment are performed by persons validly authorised to represent the legal entity concerned.
Spreds is obliged by the Crowdfunding Law to verify the knowledge and experience of the Members prior to their investment. It does this through a test that is placed on its website as part of the registration process. In the event that Spreds estimates that, on the basis of answers provided by the Member, the latter does not have sufficient knowledge and experience to invest on its website, the Member receives a specific warning inviting the Member to become better informed about the types of proposed investments and their risks. The Members may take the test again through their Account whenever they want, and, after two years Members will need to pass the test again.
Enrolment as a Member allows one in particular to participate via the Platform in Crowdfunding operations, to have an exchange with the Companies, to view information about one’s Account, and to have access to other functionalities of the Website reserved for Members.
The Members undertake to keep their user names and passwords reserved for them strictly confidential (hereinafter, the ‘confidential codes’) and in particular not to transmit them, divulge them or leave them accessible to third parties. It is forbidden for any Member to access the pages reserved for another Member by using codes of which he became aware by whatever means, and with or without the latter’s Member knowledge, except in cases of specific power of attorney granted by that other Member under his full and complete responsibility.
The Members state that they are perfectly aware of the fact that Spreds is not able to verify the identity of the person using, as the case may be, the confidential codes of a Member to access the latter’s Account and to perform Transactions. Spreds has the right to presume that every Transaction on the Account, or any other operation carried out on the Website by means of confidential codes of a Member have been performed by that Member or with his authorisation. Except for fraud or gross negligence by Spreds, the Member alone shall bear all the harmful consequences, whether financial or otherwise, or any possible failure to make a profit which results from the fraudulent or unauthorised use of his codes by a third party, whether a Member or not.
VII. Remote contract and right of withdrawal
Enrolment as a Member and adhering to the General Terms & Conditions
If the contractual relationship with the Member is concluded remotely, particularly online on the Website, the Member has the right to retract his enrolment as a Member from Spreds and to retract his acceptance of these General Terms & Conditions, by sending an email to Spreds as follows: email@example.com or by sending a letter by post to Spreds at its company headquarters (as shown above in the definition of Spreds). The Member has a time limit of 14 calendar days to withdraw starting from the day when the contractual relationship was concluded remotely or counting from the day when the Member received the contractual conditions and information required if this date came after the conclusion of the relationship. This right is exercised without penalties and without setting out the reason.
VIII. Communications and language
The communications of Spreds with Members can be validly operated by display on the Website in the Dedicated Account Space of the Member, by email to the Member’s email address provided during enrolment or notified later to Spreds using the functionalities put at his disposal by Spreds, and, as the case may be, by ordinary mail or registered mail to the address communicated by the Member at the time of his enrolment or notified later to Spreds using the functionalities put at his disposal by Spreds (in particular for a Member to modify the data in his Profile in the Dedicated Account Space on the Website).
An acceptance communicated in the form of clicking on a window or box provided for this purpose on the Website shall be construed as an electronic message addressed by the Member to Spreds.
The Members can validly communicate with Spreds by means of the functionalities placed at their disposal on the Website, by email to the email addresses communicated by Spreds or in response to an email coming from Spreds, or by registered mail to the company headquarters of Spreds (whenever these General Terms & Conditions or other contractual provisions so require).
The language of communications with Spreds is one of the available languages proposed by Spreds (Dutch, French or English) in which the Member filled out his request to be enrolled online on the Website. The Member can modify the language of communication at any time by modifying his ’Language Preference’ in his dedicated Account space. These General Terms & Conditions are also available in French and in Dutch.
IX. Selection of the Companies
The Company which solicits Spreds to raise funds must begin by registering on the www.Spreds.com website to present its project and specify its financing needs.
When this is done, the Company is asked to answer several questions that can determine whether the Company meets one or more of the exclusion criteria determined by Spreds. Subject to exceptions, the following projects are immediately excluded:
- Companies that are not yet incorporated or in the process of doing so.
- Companies or associations incorporated in a form that does not entail limited liability for the shareholders.
- Companies established outside of Belgium, the Netherlands, Luxembourg, Britain, France, and Switzerland.
- Companies that do not have a detailed financial plan and business plan.
Moreover, for the loan operations, in addition to these criteria, Spreds requires that companies have been incorporated for at least 2 years and have achieved a turnover of at least EUR 250,000 in the last financial year.
If the Company is not excluded at this stage, the Company will have to answer a number of additional questions about its project and Company. On this basis, the Company is contacted by a member of the Spreds team for an interview.
After a preliminary internal analysis, an internal committee of Spreds will decide, on the basis of the information received, whether it is appropriate to continue the project and, if appropriate, it will offer the Company a contract to sign that determines the framework of the legal relationship between the Company and Spreds.
Once the contract is signed, Spreds conducts further analysis allowing it to conclude whether or not the candidate has a sound business organisation. This step is called a "Sanity Check". The Company is required to submit a number of documents (annual accounts, financial plan, …) and the Company must also provide a certain number of guarantees that allow to conclude that the Company has a sound organisation.
The Company must also submit a communication and marketing plan for its Crowdfunding campaign.
Based on the results of the Sanity Check and the communication and marketing plan, a Spreds internal committee will meet again to decide whether the company may begin a Crowdfunding campaign on the Spreds online platform.
The Company must then obtain a portion of its funding from the Crowd, using the www.Spreds.com platform. The amount of the funding is determined by mutual agreement with the Company and, if applicable, the other investor(s) (such as business angels or venture capital funds) who participate in the funding round.
The subscription period can begin with a private phase where the campaign is not accessible to the public but only to designated Investors at the discretion of Spreds and the Company. The conditions of the offer in the private stage are identical to those offered to the public.
When making equiy investments, Spreds Finance may invest alongside one or more other Investors in the Companies, enabling the general public to benefit from the fact that an analysis will have likely been made by these other Investors prior to their investment and will also benefit from the same valuation as that the other Investors have negotiated for themselves;
If a Company has successfully passed through all of the preceding stages, the investment will be realised. In order to maximise the chances of success, Spreds Finance can benefit from a tag-along right with respect to the other shareholders, particularly with regards the transfer of its shareholding. It can also be obliged to follow their decision as regards the disposition of its shareholding if the articles of association or the shareholders’ agreement of the target Company stipulates a drag-along provision.
The Risks linked to an investment in the Notes are included in the Terms of Investment for each campaign. Each Investor should, before making the investment, conduct a personal and preliminary analysis of the Risks.
X. Cost of the Services
Costs for the Investor
The costs incurred by the Platform are described in the Offering Document for each Crowdfunding campaign.
The Investor incurs, possibly, two types of fees upon subscription:
- The subscription fees are due only for equity campaigns: Spreds Finance collects subscription fees of 5% on the amount subscribed (so for an investment of 100 EUR in the Company, one would pay 105 EUR), in order to cover the offering costs and pay for the analysis as well as the follow-up and implementation of the investment.
The expenses related to payment:
- For Investors who paid by means of an online bank transfer using the “SoFort" application, there are no payment fees.
- They amount to 1.85% (payable to Spreds Finance, which must in turn pay these costs to the payment service providers used) if the payment is made directly online (e.g. Visa).
- For the Investors choosing to pay the amount of the subscription by manual bank transfer, Spreds Finance will charge a payment fee of 2% on the subscribed amount with a maximum of 15 EUR.
After the Notes will have been emitted, there will be no more fixed and regular costs due to be paid by the Investor. In certain cases, however fees might be incurred depending on the particular conditions of the Notes and depending on the modalities of the exit of Spreds Finance from the capital of the Company. These potential costs can be divided into two possible categories:
- A performance fee of 20% on the part of the return on investment of the Notes exceeding 5% per year of which the precise modalities can be found in the Terms of Investment of the Notes;
- Eventual expenses disbursed to a third party by Spreds (any costs, charges, taxes and other expenses of any nature) that may be deducted to any payment made by MicroInvest Finance to the Crowd as explained in the Terms of Investment of the Notes.
Investors are subject to taxation on the amounts paid back by Spreds Finance as if the amounts received by the Company were initially directly paid by to them (dividends are subject to a withholding tax of 30% as provided for in Article 269 of the Income Tax Code, or as capital gains that are in principle not subject to taxation).
Costs for the Entrepreneur
According to the cost architecture designed by Spreds, the Entrepreneur is also liable to carry part of the costs related to the Crowdfunding operation. To this end, Spreds will levy a 5% Success Fee on those amounts raised through the Crowdfunding. These fees will be invoiced to the Entrepreneur at the time of the investment by Spreds Finance.
For those Companies having conducted an equity campaign, the entrepreneur will be liable to pay an annual fee after having completed a Crowdfunding and for as long as Spreds Finance detains shares of the Company. For those campaigns consisting in the issuance of debt instruments, a loan agent fee will be levied this fee will consist of a percentage of the still outstanding loan amount.
XI. Member Account
The act of creating an Account and becoming a Member gives rise to the creation of dedicated Account web space, for the Member in which he will be able to consult the information Spreds detains from the Member but also all documents relevant to the Crowdfunding Campaign the Member has subscribed to. This web space will thus contain an overview of the personal information entered upon registration, with the Member having the ability to alter any of these inputs should this be necessary.
Once the Member has subscribed to one or more Crowdfunding operations on the platform, his personal web space shall also contain all documents pertaining thereto, namely its Notes certificates but also the Tax Shelter certification documents required for its annual tax declaration will be automatically created and available here. On the personal web space, for every Transaction, the Member will find the activity report made by the Entrepreneur.
Web users agree that all records made by Spreds of the data relating to contracts, Member profiles, Accounts, Transactions and other operations on the Website and, in particular, access to the Website and to the Accounts, and the communications between parties, on a durable electronic medium or in Spreds’ information systems have the same probative force as an original signed document in paper unless proven otherwise.
All subscriptions online on the Website to a Transaction or to any other operation, or any adherence with any contractual provision using the functionalities of the Website are valid between the parties and the proof of this subscription or adherence can be brought by Spreds by all electronic means. By using the specific functionalities of the Website, the Web user is also presumed to have accepted the specific provisions that apply such as are available on the Website. Web users undertake not to use the services or functionalities for which they do not accept the specific conditions.
By exception to article 1341 of the Civil Code, independently of the deed and of the sum concerned, Spreds and the Web users agree that the parties can bring proof of any fact or act by any means legally admitted in commercial dealings, in particular by means of copies or other reproductions, whether electronic or not, of documents which, unless proven otherwise, shall have the same probative force as the original.
XIII. Transactions and Subscriptions of the Notes
Any Member can complete on the Platform any Transaction in a Crowdfunding operation launched by Spreds on its Website according to the modalities of this Crowdfunding operation as stipulated in the Issue Document. Subscription fees are withheld from investments by the Members, as stipulated in the Issue Document of the Crowdfunding operation concerned. Before subscribing to any Transaction, the Members are required to take cognisance of and to read carefully the Issue Document concerned and the information contained therein in particular concerning the Notes, the underlying, the conditions, remunerations, costs and applicable taxes, the related risks, etc.
In case a Crowdfunding operation closes successfully, after the fulfilment of all conditions mentioned in the Issue Document, Spreds shall make the respective inscriptions in the Accounts for execution of the Transactions, and in particular, shall proceed with inscription of the respective number of Notes in the Member Account, in accordance with the Conditions of the Notes such as are included in the Issue Document or notified later on to the Members. Spreds also undertakes to process transcriptions of possible later transfers of Notes in the various Accounts concerned upon the request of the assignor, owner of the Notes, and of the Member-transferee.
In case an Execution Event occurs (‘Evènement de Réalisation/Gebeurtenis van Verwezenlijking’) as defined in the conditions of the Notes contained in the Issue Document or notified later to the Members, and after reimbursement to the Members of the entire sum owed by Spreds in relation to the Notes, the inscriptions of the Notes shall be deleted in the Accounts concerned and removed from the registers of the Notes concerned.
The Transactions realised by the Members or any other operation by a Member, are executed by the latter knowingly and at their sole risk, the Members acknowledging in this regard having been informed by means of the Issue Document of the risks relating to any participation in a Crowdfunding operation in general, and to the Notes and their underlying for each specific operation in particular. In this regard and except for contrary provisions in the Issue Document, the Members acknowledge being perfectly aware of the fact that the Notes do not offer any guaranty, that Members can lose the entire amount invested, and of the fact that the past performance of Notes or of their underlying do not provide any guaranty as to future returns.
Investments made using the Platform are not, to the knowledge of Spreds, covered by any guarantee fund or other mechanism of compensation.
In case of divergence between the information on the Website or any other information coming from Spreds concerning an operation (whatever its form: newsletter, email, other) and the Issue Document, the information in the Issue Document shall prevail, except in cases of express derogation to the Issue Document or updates to it.
XIV. Other obligations and prohibitions applying to Members
Each Member is authorised to open just one Account. Spreds reserves the right to exclude at any time a Member who has made multiple enrolments on the Website and to cancel all the Transactions made on one or several of his Accounts. In such cases, the Member shall automatically owe to Spreds any amount received onto his Account(s) and shall solely support any damages, whether direct or indirect, resulting from these multiple inscriptions, cancellations and/or from his exclusion as a Member.
Web users undertake to provide Spreds at any time with correct, complete and non-misleading information, as well as, upon any request, to respond to any reasonable request for additional information requested by Spreds. They undertake additionally to update the information provided to Spreds and to inform Spreds in writing about any modification in the information as soon as possible using all functionalities put at their disposal by Spreds on the Website.
Web users undertake to use the Website, the information available on the Website and generally all information received from Spreds by any other means (newsletter, email, etc), and under whatever form, in an appropriate manner and in good faith in accordance with the purpose and objective of this information.
Web users undertake not to disturb access to the Website and to the Platform, not to modify the Website or its contents, not to transmit viruses or other logic bombs and, generally, not to commit other deeds fraudulently, in bad faith or which might be qualified as IT crimes.
The Members undertake to realise their Transactions in good faith, with respect for the Issue Document and its objective, and not to execute Transactions for fraudulent or illegal purposes, or in a manner willingly prejudicial to Spreds. Members undertake to use for their Transactions only funds coming from a legal activity and which do not contravene the applicable provisions with respect to preventing the use of the financial system for money laundering or financing terrorism.
Members acknowledge being aware and agreeing that the rights which they enjoy in dealing with Spreds with respect to the Notes that they hold on Account are exclusively limited to the specific account on the books of Spreds Finance relating to the Notes concerned, and are proportional to the number of Notes concerned that they hold on their Account, without having a right of recourse against any other account relating to other Notes open in the books of Spreds.
In case a Member finds that fraudulent or unauthorised use has been made of his Account or of his confidential codes by third parties, the Member undertakes to inform Spreds without delay orally, followed by an immediate confirmation in writing. In such cases, Spreds shall block the Account and the codes without any delay and shall reactivate the Account only after sending new confidential codes to the Member concerned.
Web users are solely responsible for the requests, messages, etc. that they post on the Website using the functionalities of the Website, and of their contents. Spreds cannot be held responsible for the consequences of fraudulent, illicit, harmful or non-authorised use, of such requests and messages by the Companies, other Web users or third parties.
Members are prohibited from entering into contact, in whatever manner or by whatever means, with the Companies on the Website other than by placing requests and messages which they can send using the functionalities of the Website.
Spreds reserves the right to exclude any Member who does not respect the aforementioned obligations. In case of such exclusion, the positions on the Account shall be closed in accordance with the modalities shown in article XII designated “Termination by Spreds.” Spreds shall also have the right to obtain indemnification from the Member for any damages caused to Spreds by the Member’s failure to meet his aforementioned obligations or by any other fraud or harmful behaviour coming from the Member.
XV. Obligations of Spreds
Spreds undertakes to select Companies and to prepare the Crowdfunding operations, as well as the Issue Document and other information disseminated by Spreds relating to these Crowdfunding operations, in an honest manner and in good faith. Spreds shall try in a general manner to be sure that the information contained on the Website is correct at the time it is posted online. Except for gross negligence or fraud, Spreds cannot be held responsible for errors, omissions or information that is incomplete, imprecise or obsolete that appears on the Website or in information available via the Website. The attention of Members is expressly directed to the fact that for the information relating to Companies on the Website, for other information and communications coming from Spreds as well as in the Issue Document, Spreds uses the information received from the Company without performing due diligence or in-depth verification of this information, of the financial plan or of the Company. Thus Members themselves should perform their own analysis on the solvency, the business, the financial situation and the prospects of the Companies. It is up to them, if necessary, to gather advice from a professional financial adviser before entering into each Transaction in order to verify in particular whether the intended Transactions are in conformity with their expectations and objectives and with their personal financial situation.
Spreds undertakes to issue the Notes and to execute the operations and to make payments and reimbursements relating to these Notes, in accordance with the terms and conditions of the Notes as contained in the Issue Document concerned.
Spreds is not required to provide permanent information to the Members concerning the Companies and in this regard it undertakes only to 1) allow the Companies, via the Website, to keep Members holding Notes relating to these Companies informed about the changes in these Companies and recent important activities concerning these Companies 2) to provide Members with the same financial information relating to the Company that they have chosen as the shareholders of the Company holding the same category of shares as Spreds Finance.
Generally, Spreds’ obligations in the context of its relationship with its Members are, except when there is express indication to the contrary, obligations of means (‘obligations de moyens/middellenverbintenis’) and not of results (‘obligations de résultat/resultaatsverbintenissen’).
XVI. Prevention of conflicts of interest
Without prejudice to the legal rules regarding conflicts of interest of its directors, the following measures are imposed in order to prevent conflicts of interest which may affect its Members, according to the stage of investment proposed.
Investment proposed in a Company
Risk of promoting a campaign that can “save” an investment of Inventures.
This is for a Company in the Inventures portfolio that is launching a Crowdfunding campaign. It is theoretically possible that Inventures has an interest in refinancing the Company, in particular by means of a Crowdfunding campaign in order to bring it out of a difficult financial situation.
In this case the Legal & Compliance Officer will inform the board of directors of Spreds whose decision to launch a Crowdfunding campaign must be confirmed by an independent director. Further, the Company’s financial circumstance must be completely disclosed to the Members before they invest.
Should some Members already have invested in this Company during a previous Crowdfunding campaign, they will always have the opportunity to invest in the Company by applying a right of preference that Spreds Finance benefits from, but they must be completely informed beforehand of the Company’s financial situation.
Risk of promoting a campaign in which Inventures does not want to invest.
This also concerns a Company in the Inventures portfolio that is launching a Crowdfunding campaign. However, this time Inventures does not want to reinvest in the Company concerned.
Regardless of the reason or reasons for Inventures’ decision, Spreds’ decision to launch a crowdfunding campaign must be confirmed by an independent director and the Members must be completely informed of this decision and the reasons for it before they invest.
Should some Members have already invested in this Company during a previous Crowdfunding campaign, they will always have the opportunity to invest in the Company by applying a right of preference that Spreds Finance benefits from, but they must be completely informed beforehand of Inventures’ decision and the reasons for it before they invest.
Risk of not informing the Members of all the aspects of the situation, particularly a Company’s financial situation.
Should Spreds receive information about a Company for which it expects a Crowdfunding financing campaign, there is a risk that Spreds will not disclose it, or not disclose it completely, to the Members out of concern for protecting an investment made by Inventures.
Spreds is obligated to total transparency for all the information it holds on Companies and the Legal & Compliance Officer will guarantee this transparency towards Members before they invest.
Risk of proposing an investment under different terms
If Inventures invests at the same time as the Members with a Crowdfunding operation, there may be a conflict of interest if the Members see that it is proposed that they invest under financial terms different to those of Inventures, for example, valuation.
Spreds is in principle obliged to guarantee the same financial investment terms to Members as those applying to the other investor(s) (of the business angels or venture capital type) of the same financing round (of which Inventures is part). In some cases, the financial terms communicated during the campaign have not been authorised by these other Investors. In this case the application terms for the Members will be aligned with those of the reference investor, if these are more favourable to them when Spreds Finance effects the investment in the name of the Members.
In the very exceptional case where different financial terms should apply, these must be disclosed to the Members before their investment with a report that gives the reasons for these differences.
Monitoring an investment in a Company
Risk of changing financial terms to the detriment of the Members.
When an investment is made it is possible that the shareholders propose changing the financial terms applicable to the investment, a change which must be accepted by the Investors concerned. It is possible in theory that these changes favour Inventures and not the Members.
In this case a general meeting of the Members that are Investors in the Enterprise concerned will be organised in accordance with the procedures described in the Issue Document and a report will be submitted to them. Spreds will monitor the decision of the general assembly.
Risk of accepting violations of the investment terms.
If a Member-financed Enterprise violates the Terms of Investment, but this violation is not unfavourable to Inventures while it is for Members, a general meeting of the Members that are Investors in the Enterprise concerned will be held and a report will be submitted to them in order to vote by simple majority on the actions to be taken to stop the violation or to remedy it. Spreds will monitor the decision of the general assembly.
At the time of resale or liquidation of the holding
Risk that Inventures and the Members do not sell at the same time or with different terms.
It is possible that Inventures has an interest in selling at a time that is not favourable to the Members or on different terms.
Spreds Finance enjoys a tag-along right for the Members so that they can sell at the moment when Inventures decides to sell. This is a right, not an obligation.
In any case, a general meeting will be organised in accordance with the procedures described in the Issue Document and a report will be drawn up so that the Members can decide on the sale of the shares that Spreds holds in their name.
Risk that Inventures accelerates or slows down a sale.
If Inventures influences the timing of a sale the Legal & Compliance Officer will take the initiative to organise a general meeting of the Members who are Investors in the Company concerned in order to decide on the actions to take. Spreds Finance will respect the decision of this general assembly.
Spreds Finance may not buy or sell shares from or to Inventures that it holds in Companies after a Crowdfunding campaign.
Spreds may not offer a Crowdfunding campaign in a Company in which it has invested itself.
XVII. Tax advantages
Equity investments in some companies by individuals subject to Belgian personal income tax or taxes for non-residents through the Spreds platform, will benefit from a tax reduction of either 30% or 45% of the investment - depending on the size of the company financed - with a maximum of EUR 100,000 invested per person per year.
This tax reduction mechanism, also known as a “tax shelter” is provided for in Article 145/26 of the Belgian Income Tax Code.
Upon application of a Company that self-certifies as eligible for the tax shelter arrangement, Spreds will assess the business in order to determine whether it qualifies for the tax shelter. It will make this decision based upon prior analysis conducted by the legal and asset management teams. Additionally, Spreds will on the same basis also assess the rate for the tax reduction that might be applicable to the Company (30% or 45%).
Once the Crowdfunding operation has commenced, Crowd Investors are presented with the opportunity to invest in the tax-sheltered project that will be indicated and promoted by means of a dedicated label.
For each project eligible for the tax shelter, Spreds will indicate the total amount of tax reduction per Note any Investor can benefit from based on its investment. This will always be clearly indicated in the Offering Document accompanying the Crowdfunding operation.
After the investment in the Company is formalized by a notary, Investors shall be promptly informed of all the details. An individualised tax attestation, to be attached to the annual tax declaration, will be provided to the Investor through its personal Account web space.
The tax attestation process as set out above will be repeated for four years in order to validate the investment and tax reduction. The Company is held to continuously comply with the applicable conditions for the Tax Shelter during that time. To ensure the conditions are maintained, Spreds shall include the compliance requirement in the covenants of the contractual agreement to be concluded with the Entrepreneur.
Exemption from of withholding tax
Certain Investors can benefit from a fiscal advantage for investments in a loan campaign. This advantage is described in article 21 of the Belgian Income Tax Code.
Upon application of a Company that self-certifies as eligible for this advantage, Spreds will assess the business in order to determine whether it qualifies for the tax incentive scheme. It will make this decision based upon prior analysis conducted by the legal and asset management teams.
Once the Crowdfunding operation has commenced, Investors are presented with the opportunity to invest in the project that will be indicated and promoted by means of a dedicated label.
For each project eligible for this tax incentive, Spreds will indicate the maximum total amount of exempted withholding tax per Note any Investor can benefit from based on its investment. This will always be clearly indicated in the Issue Document accompanying the Crowdfunding operation.
After the investment in the Company is formalised by a loan agreement, Investors shall be promptly informed of all the details. An individualized tax attestation for every payment of interests, to be attached to the annual tax declaration, will be provided to the Investor through its personal Account web space.
Any claim or complaint (i) by a Web user relating to browsing on the Website or to information of any nature appearing or available on the Website, or (ii) by a Member relating to fraudulent or non-authorised use of his Account, relating to a Transaction or the non-completion of a Transaction, relating to any other operation linked to Notes, relating to a communication coming from Spreds or from a Company, in any form or on any support whatsoever, or relating to any other functionality of the Website or to any service provided by Spreds, must be addressed promptly to Spreds by email to the email address firstname.lastname@example.org, and must be received by Spreds no later than 5 days following the facts or the presumed awareness of the facts by the Web user or by the Member. Except where a mandatory legal provision states otherwise, any claim or complaint received outside the time limit shown above shall be considered late and inadmissible, and cannot give rise to any indemnity.
Any complaint relating to an investment in the Notes may also be directed to the office of Spreds Finance (Place Sainte Gudule 5, 1000 Brussels) or the Consumer Mediation Service, Boulevard du Roi Albert II 8 - 1000 Brussels, tel: 02.702.52.20 or fax: 02.808.71.29 or e-mail: email@example.com
XIX. Limitation of Spreds’ liability
Any browsing or use of the Website is done by Web users exclusively at their risk. Though standard precautions are taken to ensure security and complete Wi-Fi access, in the network and on the internet, Spreds cannot guaranty that the use of this type of connection is totally secure. Consequently, Web users irrevocably agree that the use of these technical procedures is made at their sole initiative and at their sole risk. Generally, except in cases of gross negligence or fraud, Spreds cannot be held responsible for direct or indirect damages, and in particular, for material prejudice, loss of data or of programmes, financial prejudice or generally for any damages whatsoever resulting from access or use of the Website and of the Platform and of the functionalities linked to them, or of any other websites which are linked to it by hyperlinks.
Even if Spreds shall try at all times to make its Website available to Web users in a continuous and uninterrupted way, Spreds cannot ensure that (i) the Website can satisfy all requests of the Web users, (ii) that it will never be interrupted, that it will always be accessible and that it will not contain errors or omissions, and (iii) that the quality of the products, services, information or anything else acquired or obtained via the Website or from Spreds meets all the expectations of Web users.
Spreds reserves more especially the right to interrupt access to the Website and/or to certain of its functionalities at any time and without advance warning, for reasons of a technical nature, for maintenance or for any other reason, and particularly in order to prevent fraud, abusive use of the Website, etc.
Spreds cannot in any manner be held liable for these interruptions and for the harmful consequences which might result for Web users, nor more particularly for the harmful consequences for a Member which would be unable to participate in a Crowdfunding operation as a result thereof (such as, for example, damage resulting from the loss of profit or loss of opportunity for gain, or loss of time, etc.).
Spreds does not provide, via the Website or otherwise, any investment service, any investment advice, any personalised recommendations or any service of portfolio management.
Spreds is not required to verify the information provided by Members in the context of their enrolment, nor later in the course of the relationship and cannot in any case, except for gross negligence or fraud, be held responsible for damages caused to Members from the fact of Spreds using information received from Members which was incomplete, erroneous or obsolete.
Spreds cannot be held liable for any damage related to the loss or inability to benefit from a tax advantage for an Investor.
Spreds shall indemnify a Member for any damages he incurs only if and to the extent that this damage results directly from Spreds’ gross negligence in performance of its services mentioned in these General Terms & Conditions. In such a case, the amount of the damages for which Spreds could be held responsible is limited to the amount of management costs withheld in the Transaction completed by the Member in the Crowdfunding operation concerned.
XX. Restriction of access to the Website – Cancellation of the relationship and of the Account - Death
Restriction of access to the Website
Spreds reserves the right to prohibit access to all or part of the Website to any Web user who violates the provisions of these General Terms & Conditions, who uses the Website and the contents of the Website for illicit, fraudulent, unauthorised ends, or in a harmful manner or not in compliance with their objectives, or who could damage the name and reputation of Spreds, and this without prejudice to any other recourse or any request for indemnification.
Termination by a Member
The contractual relationship is for an indeterminate period of time. A Member can, at any time and without expense, decide to put an end to his contractual relationship with Spreds by registered mail with 1 month advance notice.
While the Member is the owner of Notes with Spreds, his Account shall remain open with Spreds for the sole purpose of maintaining the inscription of the Notes he holds. However, once the aforementioned termination is effective, the Member will no longer have online access to the Platform and his Dedicated Account Space; he will no longer be able to make Transactions or use other services or functionalities provided by Spreds, and he will receive from Spreds, at his express request in writing, an overview of his Account by email. Once a Member has transferred all of these Notes to one or several other Members in accordance with the conditions that govern the Notes concerned, or if all the Notes are reimbursed in accordance with the conditions which govern the Notes concerned, and the Account no longer contains Notes, then the Account will be definitively closed. The Member will receive a notification by email of this definitive closing. The provisions of these General Terms & Conditions and the other contractual provisions which may be applicable shall remain applicable to the Account, and to the communications between parties up to the date of definitive closing of the Account.
Termination by Spreds
Spreds can decide unilaterally on the exclusion of a Member for reasons set out in these General Terms & Conditions, in case of the incapacity or ban of a Member who is a private individual, or in the case of liquidation, bankruptcy or court-ordered reorganisation (‘réorganisation judiciaire/gerechterlijke reorganisatie’) of a Member which is a legal entity in the full extent authorised by the law, for other legitimate reasons, or in order to satisfy a legal obligation or injunction. In such a case, Spreds notifies the Member about the termination of the relationship unilaterally and with immediate effect without an advance warning or any indemnity.
Relationships with all Members and all the Accounts shall be terminated and closed by Spreds, automatically and without indemnity, if Spreds is no longer able to continue its activities for whatever legitimate, legal or administrative reason.
Spreds can finally decide at any time, without having to give justification and without expense, to put an end to its relationship with one or several Member(s) by means of an advance warning of 1 month.
The aforementioned terminations shall be notified by Spreds by mail or by email to the Member(s). Except when the contrary is stipulated in the letter of termination, while the Member is the owner of Notes with Spreds, his Account will remain open with Spreds for the sole purpose of maintaining the inscription of the Notes he holds. Nonetheless, once the termination is effective, the Member will no longer have online access to the Platform and to his dedicated Account space, except to edit the personal information provided, nor will he be able to make Transactions or use other services or functionalities provided by Spreds, and he shall receive from Spreds, upon his written express request, an overview of his Account by email. Once the Member has transferred all of his Notes to one or several other Members in accordance with the conditions which govern the Notes concerned, or once all the Notes have been reimbursed in accordance with the conditions which govern the Notes concerned, and the Account no longer contains Notes, the Account will be definitively closed. The Member will receive a notification by email of this definitive closing. The provisions of these General Terms & Conditions and the other possible contractual provisions will remain applicable to the Account and to the communications between the parties up until the date of definitive closing of the Account.
In the event of the death of a Member, the heirs and/or successors must inform Spreds thereof without delay. Once Spreds is informed about the death of a Member, Spreds shall transform the Account of the deceased Member into a joint and several Account in the name of all the heirs and/or successors. While awaiting receipt of all valid documents to this effect (certificate of heredity prepared by the Receiver of the Office of Succession Rights competent for submission of the declaration of succession of the deceased, or a certificate or deed of heredity prepared by a notary), Spreds has the right to temporarily block the Account. Spreds shall not be held responsible to verify the validity of the documents received. The reimbursements linked to the Notes held on the joint and several Account shall then be paid out in favour of the heirs and/or successors onto the account/accounts they indicate following their instructions. However, in order to do this, the heirs need to become Members.
All communications relating to the joint and several Account shall be sent to the email addresses per instructions of the heirs and/or successors.
Web users undertake to use the information concerning Spreds and the Companies as made available by Spreds by whatever means, in particular by its Website, newsletters, emails, etc. only for the purpose of realising Transactions and monitoring the Notes that they hold in their Account, and not to use this information, nor divulge it to third parties, for other personal, commercial or professional ends except with the express agreement of Spreds and/or the Company concerned.
Web users acknowledge and agree that their personal data may be recorded and processed by Spreds, which is the processing manager. This processing can, if necessary, be subcontracted to any third party in the name and on behalf of Spreds with respect for the conditions as set by law. The data kept and processed by Spreds are, without this list being exhaustive, (i) as regards the Web users, their IP address, theirs sessions on the Website, their choice of language, the pages of the Website viewed and other data which may be freely entered by the Web user on the Website using the functionalities of the Website, (ii) as regards Members most particularly, their identity, their coordinates, all other information communicated during their enrolment, data relating to the Account and to the Transactions performed on the Account, the other data relating to use of the Website, etc.
The processing is done for the following objectives: (i) to allow users to access and easily use all the functionalities of the Website which are accessible to them and, as well as for Members, particularly the Dedicated Account Space reserved to them (recording of the user name of the Members for purposes of connexion and user-friendliness), (ii) for purposes of managing the contractual relationship and particularly managing the Accounts, Transactions and other services offered to the Members, (iii) for the purpose of studying the market and assembling statistics, (iv) for purposes of advertising or direct marketing for Crowdfunding operations or other financing operations offered by Spreds, or for products or services offered by the Companies in which the Members have indirectly invested by subscribing to Notes, and more generally to allow Spreds and the Companies to communicate with the Members and to keep them informed of all other operations initiated by Spreds or by the Companies which could interest them.
Web users hereby agree that their personal data (including their email address) may be used for the aforementioned purposes and, especially, for purposes of commercial communications by ordinary post, email and/or telephone calls coming from Spreds.
The Members also agree that Spreds can transmit certain of their personal data (namely their surname, first name, address, email, sex, language for communications, and the sum of their investment) to the Companies in which they have invested indirectly by subscribing to the Notes.
Except if the communication of personal data to a third party company is required in order to realise the objectives of processing set out above (and for which the data can be used by these third parties only for purposes of reaching these objectives and with respect for the conditions as set by law), Spreds is not authorised to divulge, sell, rent or exchange the personal data of the Web users to any company or entity other than a company or an entity affiliated or linked to Spreds, without the explicit advance agreement of the Web users concerned. As an exception to the foregoing, Spreds has the right to divulge personal data of the Web users upon receiving a specific request from the competent public or controlling authorities or if ordered to do so by a court injunction, or in order to defend its own interests in the context of court proceedings.
In accordance with the law relating to the protection of privacy with respect to the processing of personal data, Web users have the right to access personal data concerning them which have been recorded by Spreds and, if necessary, to request corrections of any incorrect or incomplete data.
In addition, Web users can at any time, by simple request and without cost, contest the processing of their personal data for purposes of direct marketing or the dissemination of commercial communications or of advertising by post, by email or by telephone.
All the aforementioned rights (access to and possible correction of data, and opposition to the use of data for the purposes mentioned in the preceding paragraph) can be exercised at any moment without expense by contacting Spreds S.A. at its company headquarters (Spreds S.A., Place Sainte Gudule 5, 1000 Brussels, Belgium, +32 10 68 05 17, email firstname.lastname@example.org).
XXIII. Intellectual Property
The Website constitutes a work over which Spreds has exclusive ownership. The photographs, texts, icons, images, graphics, animated sequences whether with sound track or not, and generally speaking all functionalities of the Website, as well as any work incorporated into the Website or the Platform, are the property of Spreds or of third parties who have authorised Spreds to use it.
Reproductions, on a paper or electronic medium, of parts or extracts of the Website and of the information available via the Website or via the Platform are authorised subject to the condition that they are strictly reserved for personal use in accordance with the objectives for which they have been made available to Web users and/or Members, excluding any other use for advertising and/or commercial and/or professional purposes.
Certain names, signs and logos appearing on the Website are registered trademarks or trade names belonging to Spreds or third parties.
Without prejudice to the foregoing, any reproduction, representation, use or modification by whatever procedure and on whatever medium of all or part of the Website, of all or part of the various works, brands and elements which compose it, without receiving the advance authorisation of Spreds is strictly forbidden. Generally speaking, Web users are not granted any right or any license to use any brand or property whatsoever, and they are prohibited from modifying, renting, lending, selling, distributing or creating works derived from the contents of the Website, in whole or in part.
The creation of a hyperlink to the Website is forbidden except with the prior written authorisation of Spreds.
Via hyperlinks, the Website allows access to websites of or operated by third parties. Spreds cannot in any case be held responsible for access to these websites of third parties by a Web user and cannot incur any liability with respect to the visit and the use of these websites with respect to the contents, products and services available on these websites or from these websites. Spreds can also not be considered as publishing or approving these websites or their contents. The rules applicable to the Website cease to apply once the Web user accessed such a third party website using hyperlinks available on the Website.
The fact that Spreds does not prevail or does not demand performance of some right or of some provision of these General Terms & Conditions cannot be interpreted as meaning renunciation of this right or this provision.
If one of the provisions of these General Terms & Conditions is found to be nullified by the law or declared null by court decision, the parties agree that this invalidation does not lead to nullification of the other provisions of these General Terms & Conditions, and the parties agree to replace the disputed provision with a legal provision that conforms to the intent of the disputed clause to the extent permitted by law.
XXVI. Modification of the Website and of the General Terms & Conditions
Spreds reserves the right, without notifying or informing Web users, to modify and update access to the Website at any time, as well as all or part of the contents of the Website and of the Platform, and in particular to delete, to update or to insert at any time information and/or functionalities on the Website, the Platform and/or the Dedicated Account Space reserved for each Member. These modifications and updating of the Website apply to Web users with immediate effect.
Spreds also reserves the right to amend the General Terms & Conditions at any time. These modifications shall apply to Web users with immediate effect from the coming into force of these new conditions as stated in the General Conditions and the posting online on the Website of these new General Conditions. Any Member not having terminated its Account before the entry into force of the new General Conditions will be assumed to have accepted these. They can access the version of the General Conditions in force at any time at the bottom of each page of the Website. Spreds shall however also notify Members of the new General Conditions and provide it to them on a durable medium at least 15 days before the entry into force of the new General Conditions.
Apart from mandatory legal provisions, or dispositions of law or contract stipulating a shorter time period, the time for taking any legal action against Spreds expires in two years from the date of the Transaction, the operation or the fact giving rise to the legal action.
Applicable law and jurisdiction
These General Terms & Conditions, the Website and the Platform and other products and services offered by Spreds are exclusively subject to Belgian law. Belgian law also governs all possible pre-contractual relationships between the parties.
No alternative claims procedure nor alternative dispute resolution is stipulated.
In case of a claim or dispute with respect to these General Terms & Conditions, the Website or the Platform, or with respect to other products and services offered by Spreds, the Belgian courts of the judicial district of Brussels, French section, shall solely be competent, without prejudice to the right of Spreds to initiate an action before any other competent (as the case may be) foreign jurisdiction.
Members hereby acknowledge that any Crowdfunding Campaign offered on the Platform is not an offer in the United States. US citizens are thus precluded from becoming Members. Spreds reserves itself the right to periodically remove all Accounts registered by US citizens or install a system that precludes and/or dissuades US citizens to register as Members on our Platform. Should an US citizen bypass these blocks or otherwise manage to invest in a Crowdfunding campaign proposed on the Platform then Spreds reserves itself the right to annul this Transaction.