Terms and Conditions

1. Terms and Parties

By accessing and using the equity management software and related services, as well as legal templates (collectively, the "Services") provided by WE.VESTR Coöperatie U.A. ("WE.VESTR", "we", "our", or "us") on the Website (wevestr.com) and Application (app.wevestr.com), you (the "Customer", "you" or "your") agree to comply with these Terms and Conditions (the "Terms"). The Parties to this legally binding agreement (the "Agreement") are WE.VESTR and you.

To access the Services, you must electronically confirm your acceptance of these Terms by clicking on the 'Accept' button. These Terms take effect on the "Effective Date" of the Agreement, which is the date of your acceptance. The Agreement, together with any online order confirmations and other referenced documents, supersedes any prior negotiations or communications between you and us regarding the Services, unless otherwise agreed upon.

2. The Services

We provide you with both free and purchased Services, which are described in detail on the Website and/or specified in the Order Confirmation. All Services are subject to these Terms.

2.1. Free Trial Services

We offer Free Trial Services that allow you to use our Services on a trial basis for a limited period of time, as described on our Website or in the Order Confirmation. If you do not continue with Purchased Services, any Data you enter during the Free Trial may be permanently lost unless you export it before the trial ends.

2.2. Free Services

We may provide certain Services for free on a permanent basis or grant access to External Users, such as shareholders, consultants, or lawyers, free of charge. If you are using Free Services, you agree to these Terms and any applicable Order Confirmations. Please contact the Customer you are accessing the Data for more information on the Order Confirmation.

2.3. Purchased Services

You may access our Purchased Services on a paid basis, as specified in the Order Confirmation. You can downgrade to a Free Services plan at any time without notice. We do not offer refunds for fees already paid for Purchased Services, nor do we settle fees if you choose to downgrade before the end of the Purchased Service Period stated in the Order Confirmation, except at our sole discretion.

2.4. Third-Party Services

We may integrate or refer to certain Third-Party Services in our Services, such as e-signature solutions, API integrations, or legal advisory services. These Third-Party Services are clearly identified as such on the Website and require you to enter into a separate agreement with the provider of such services. You are solely responsible for assessing the appropriateness of Third-Party Services for your purposes and verifying whether the chosen e-signature meets the legal requirements for the transaction to be signed electronically. WE.VESTR expressly disclaims all liability for damages arising in connection with Third-Party Services and disclaims all warranties, express or implied, of such Third-Party Services.

3. Intellectual Property Rights and Data Ownership

3.1. Your Data

Data imported into the Application by you or by External Users on your behalf belongs to you or the person or company you represent, regardless of who imported it.

3.1.1. Ownership

Your Data remains your property, even if it was entered into the Application by you, third parties, or us on your behalf.

As long as your account is accessible, you can export your Data from the Application in an industry-standard format, regardless of whether it is a free or purchased account.

If this Agreement is terminated, you have 30 days to request a copy of your Data. If WE.VESTR goes bankrupt, you must request access to your Data from the bankruptcy administrator. Please note that the bankruptcy administrator may deny the request or charge a reasonable fee if the request is repetitive, unfounded, or excessive.

If the export function is blocked due to partial service discontinuation, or if your account is inaccessible, you can request our assistance in delivering an export of your Data, which we will complete within 30 days unless circumstances beyond our control make such an export impossible.

WE.VESTR uses your Data solely to provide the Services. We may conduct anonymized data analytics based on your Data, such as generating anonymized statistics.

3.2. Intellectual property rights in the Services, the Website, and the App

3.2.1. Ownership

All intellectual property rights in the Services, Website, and App belong to WE.VESTR and/or its Subcontractors, which include subcontractors, business partners, licensors, affiliates, and third-party providers.

3.2.2. Related Rights

Subject to compliance with these Terms, WE.VESTR grants you a revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services. You do not acquire any other rights under these Terms from WE.VESTR or the Subcontractors.

4. Service Level

WE.VESTR will make reasonable efforts and take commercially reasonable measures to ensure satisfactory availability of the Application, providing a timely, reliable, and reasonably error-free Services experience.

During the term of the Services, the Services will provide you with a monthly uptime percentage of at least 99.9% during business hours (the "Service Level Objective" or "SLO").

If WE.VESTR fails to meet the SLO for three consecutive months, and if you fulfill your obligations under this Agreement, you may terminate the Agreement with WE.VESTR with immediate effect. This is the sole and exclusive remedy for any failure by WE.VESTR to meet the SLO. This Section does not apply to any features or Services excluded from the SLA in the associated Order Confirmation, errors caused by factors outside of WE.VESTR's reasonable control, errors resulting from your software or hardware or third-party software or hardware, or errors resulting from abuses or other behaviors that violate the Agreement.

5. Security and privacy

Protecting your privacy is a top priority for WE.VESTR. We have implemented strict security measures, including encryption during Data transmissions and regular backups, to safeguard your Data against accidental loss, theft, or unauthorized access or disclosure. The following documents are part of this Agreement:

The Privacy Policy, which describes the types of Data we collect from you, how we use it, the legal basis for processing, and your rights. This document is incorporated into this Agreement by reference.
The Data Processing Agreement, which outlines the terms under which we process your Data on behalf of the data controller (usually the company whose equity we manage) if you qualify as the data controller. If we process your Data on behalf of a data controller, please contact the data controller directly for further information and requests relating to the processing of your Data. This document is incorporated into this Agreement by reference.

6. Your Use of the Services and Your Account Activity

By using the Services, you agree to the following terms:

6.1. You will not use the Services for any illegal or unauthorized purpose.

6.2. The legal templates provided may only be used for your individual internal purposes and may not be published or made available to third parties.

6.3. You are responsible for all Account Activity associated with your usernames and passwords, whether authorized or unauthorized, including activity by external users, your employees, employees of the Customer you represent, or third parties (including contractors and agents). This responsibility also applies to unauthorized access caused by your gross negligence. WE.VESTR is not responsible for unauthorized access to your account, except in the case of a security breach as outlined in our Data Processing Agreement.

6.4. You are responsible for protecting and securing your username and password from unauthorized use and disclosure. If you become aware of or suspect any breach of security involving your information stored on our websites, including the theft or unauthorized use of your username, password, or any other information, you must inform WE.VESTR immediately.

6.5. You consent to the Website sending emails to third parties on your behalf, as triggered by your account activity, as part of delivering the Services to you.

6.6. You must ensure that any Data you register, upload, or share via the Services, and your use of the Services, do not violate any agreements you have with WE.VESTR or any applicable law.

6.7. You are not located in a jurisdiction where the use of the Services and the publication and sharing of materials available on WE.VESTR is illegal or restricted by law. If you are in such a jurisdiction, WE.VESTR reserves the right to discontinue your use of the Services.

6.8. The Services are for informational purposes only and do not take into account any particular entity's investment objectives, financial situation, or means. WE.VESTR is not soliciting any action based on the information provided. The material is not a recommendation, offer to buy or sell, or solicitation of an offer to buy or sell any security, financial product, or instrument. Investments in unlisted companies involve substantial risk and are not suitable for all investors. You should not enter into any transactions without fully understanding all risks and independently determining whether such transactions are appropriate for you. The information on WE.VESTR should not be construed as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. WE.VESTR is not responsible for any actions or omissions you make based on the information provided on WE.VESTR.

7. Duration and Termination

7.1. Duration and Renewal

This Agreement begins on the Effective Date and remains in effect until terminated pursuant to the clauses in this Section. The Order Confirmation specifies the Effective Date and duration. Unless otherwise agreed, the subscribed Services automatically renew for additional periods as indicated in the Order Confirmation. Either Party may cancel the subscribed services by giving 30 days' prior notice before the end of a term.

7.2. Termination

In addition to the right to termination outlined above, you may terminate your Agreement immediately if you expressly disagree with our material alteration of these Terms or the Services, and your termination notice is within the change assessment period defined in Section 8. WE.VESTR may, at its sole discretion and at any time, suspend or discontinue your use of the Services without prior notice and without any liabilities of any kind if WE.VESTR reasonably suspects or determines that your use of the Services materially violates this Agreement, is fraudulent, or is necessary to comply with the law or requests from public authorities. WE.VESTR may also, at its sole discretion and with 10 days' prior notice, suspend or discontinue your use of the Services if WE.VESTR suspects or determines that your use of the Services poses a security risk, could impact the operations of our systems or delivery of the Services, could subject WE.VESTR or a third party to substantial liability, or if you become the subject of bankruptcy, dissolution, liquidation, or a similar event. In such cases, WE.VESTR shall provide a reasonably detailed explanation for the suspension or discontinuation. If WE.VESTR suspends your use of the Services, you remain liable for all fees and charges incurred during the suspension period.

7.3. After Termination

Upon termination, you are responsible for all fees and charges incurred until the termination date. We will not take any actions to remove, block, anonymize, reduce the availability of, or alter any of your Data until 90 days after the termination date. During this period, you may request to export your Data. After the 90-day period, we may delete your Data. If you continue to use the Services after the termination date, the terms of this Agreement will still apply during that period, and you will be responsible for paying the applicable fees and charges for the usage of the Services during that time.

8. Changes to the Terms and Services

8.1. Changes to these Terms

8.1.1. Non-material Changes

Non-material changes to the Terms are those that do not significantly differ from the version approved by the Customer.

Notification: We will notify you directly of any non-material changes to the Terms at least 14 days in advance, unless impossible.

Termination right: There is no termination right for non-material changes.

8.1.2. Material Changes

Material changes to the Terms significantly alter their nature and scope.

Notification: We will notify you directly of any material changes to the Terms at least 14 days in advance, unless impossible.

Termination right: You have the right to terminate the Agreement immediately (pursuant to the termination conditions set out in Section 7) within 14 days of receiving notice of the change (the "Change Assessment Period"). This termination right is your sole and exclusive remedy if you object to any material change in the Terms. If you continue using the Services after the Change Assessment Period, you will be deemed to have accepted the amended Terms.

8.2. Changes to the Services

8.2.1. Non-material Changes

Non-material changes to the Services are those that do not significantly differ from the version approved by the Customer.

Notification: We may modify or discontinue any part or all of the Services subject to these Terms at any time without cause or prior notice.

Termination right: There is no termination right for non-material changes to the Services.

8.2.2. Material Changes

Material changes to the Services significantly alter their nature and scope.

Notification: We will notify you directly of any material changes to the Services at least 30 days in advance, unless impossible.

Termination right: You have the right to terminate the Agreement immediately (pursuant to the termination conditions set out in Section 7) within the Change Assessment Period. This termination right is your sole and exclusive remedy if you object to any material change in the Services. If you continue using the Services after the Change Assessment Period, you will be deemed to have accepted the change.

9. Payment for Purchased Services

Access to Purchased Services is only available upon payment of outstanding fees, unless otherwise stated in the Order Confirmation.

We invoice fees and charges regularly in accordance with the Order Confirmation, in a standard format. All prices are exclusive of VAT unless explicitly specified otherwise.

Due amounts must be paid without set-off or counterclaim, deduction, or withholding, and according to the payment methods and conditions specified on each invoice. If we give notice of non-payment and you fail to cure within 30 days, we may suspend or terminate the Agreement, and you will lose access to your account and Data.

Unless required by law or a specific agreement with WE.VESTR, all purchases are final and non-refundable. If you believe we charged you in error, you must contact us within 30 days of the charge, pursuant to the notice conditions outlined in Section 1. We reserve the right to issue refunds at our sole discretion. If we issue a refund, we are under no obligation to offer the same or similar refund in the future.

We may update fees and charges for parts or all of the Services, new Services, or if parts of Services are discontinued. Such updates will be effective when we publish the updated fees and charges information on the WE.VESTR website or at another time if we inform you in writing. If we increase or add fees or charges, we will notify you at least 30 days in advance.

10. Limitation of Liabilities and Indemnification

WE.VESTR shall be fully liable to you for losses and damages caused intentionally or through gross negligence by WE.VESTR. In cases of unintentional or negligent acts or omissions, WE.VESTR's liability shall be excluded to the extent permitted by Dutch law.

WE.VESTR shall only be liable for its own gross negligence, willful misconduct or bad faith. WE.VESTR will defend and indemnify you against liabilities arising solely from an allegation that use of (a) WE.VESTR's technology used to provide the Services or (b) any WE.VESTR feature infringes or misappropriates a third party's patent, copyright, trade secret, or trademark.

WE.VESTR's total liability for any claim arising out of or in connection with this Agreement, whether in contract, tort, or any other legal theory, shall be limited to the amount paid by you to WE.VESTR under this Agreement during the 12 months preceding the event giving rise to the claim.

In no event shall WE.VESTR be liable for any consequential, indirect, special, or punitive damages, including without limitation, loss of profits, loss of revenue, or loss of data, arising out of or in connection with this Agreement, even if WE.VESTR has been advised of the possibility of such damages.

11. Warranties and Disclaimers

Except as expressly set forth herein, WE.VESTR makes no warranties, guarantees, or conditions, whether express or implied, regarding your use of the Services. This includes any warranty of merchantability, fitness for a particular purpose, title, satisfactory quality, quiet enjoyment, or non-infringement.

The Services are provided "as-is" and without any warranty of accuracy, timeliness, correctness, reliability, or completeness. WE.VESTR does not guarantee that the availability, use, or function of the Services or third-party content will be uninterrupted, error-free, or free of harmful components. Specific conditions outlined in our Data Processing Agreement apply to our processing of your Data, including the security of your Data.

The Website and Application may contain links to other websites governed by separate terms of use. To the extent possible, WE.VESTR disclaims responsibility for such other websites linked to, including but not limited to the contents of such other websites or your use of such websites.

12. Force Majeure

Neither party shall be held liable for delays or failure to perform any obligation under this Agreement due to force majeure events. Force majeure events include, but are not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, interruption of traffic, interruption or failure of energy supply, public data systems and communication systems, long-term illness or death of key staff, virus, and occurrence of force majeure at subcontractors, partners, and affiliates.

If a force majeure event occurs, the affected party shall promptly notify the other party of the situation and the expected duration of the delay. The affected party shall take all reasonable steps to mitigate the effects of the force majeure event and shall resume performance of its obligations as soon as reasonably possible after the force majeure event has ceased.

If the force majeure event continues for more than thirty (30) consecutive calendar days, either party may terminate this Agreement upon written notice to the other party. In such cases, neither party shall be liable to the other for any damages resulting from the termination of this Agreement due to force majeure events.

13. Contact and Notice

You are responsible for ensuring that the email address associated with your account is current and up-to-date. You will be considered to have received an email sent to the email address linked to your account when we send the email, regardless of whether you actually receive it.

All notices or communications, including those related to this Agreement, must be made or given in the English or Dutch language. Any such notice or communication may be sent by email to the email address associated with your account or by registered mail to the address provided by you in your account information.

Notices sent by email shall be deemed to have been received on the date of sending. Notices sent by registered mail shall be deemed to have been received on the third business day following the date of mailing.

14. Law and Jurisdiction

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any choice or conflict of law provision or rule (whether of the Netherlands or any other jurisdiction).

Any legal action or proceeding arising out of or in connection with these Terms shall be brought exclusively in the courts of the Netherlands. You agree to submit to the personal jurisdiction of the courts of the Netherlands for the purpose of litigating all such claims or disputes.

14.1. Communication Channels

If you need to contact WE.VESTR regarding any issues related to this Agreement, you may do so via email at [email protected] or by registered letter to WE.VESTR Coöperatie U.A., Kattenburgerstraat 5, 1018 JA, Amsterdam, The Netherlands.

Any dispute or claim arising out of or in connection with this Agreement, including any non-contractual disputes or claims, shall be subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. You agree to submit to the personal jurisdiction of the courts of Amsterdam for the purpose of resolving any such disputes or claims.