General Terms and Conditions of Tailwind Crowd B.V.

 

  1. Definitions
Completion and Conclusion In the opinion of Tailwind Crowd, the Investors’ Commitments are sufficient to fulfil the Entrepreneur’s Finance Application, as a result of which the Entrepreneur can acquire the Loan or Donation;
Reflection Period The statutory term of 14 calendar days, which begins when the Investor concludes a Donation Agreement or Loan Agreement and which gives the Investor the right to change or cancel his Commitments to a Donation Application or Loan Application;
Remuneration A consideration not expressed in money that the Entrepreneur provides to the Investor after the Investor has made a Donation;
EMI A European authorised electronic money institution, as referred to in Article 1:1 of the Financial Supervision Act, which handles the administrative and financial handling of flows of funds from and to Investors and Entrepreneurs on the instruction of Tailwind Crowd;
Entrepreneur A legal entity that wants to attract capital of Investors for the benefit of a commercial purpose by using the services offered by Tailwind Crowd via the Tailwind Platform;
Finance Application A Loan Application or Donation Application;
User Entrepreneur and/or Investor;
Subscription Period The period in which Investors can subscribe for the Finance Application;
Investor A natural person or legal entity that is willing and able to provide Entrepreneurs with capital via the Tailwind Platform operated by Tailwind Crowd;
Investment The amount the Investor loans or wishes to loan to Entrepreneur(s);
Loan The total amount the Entrepreneur wishes to loan or loans from various Investors;
Loan Application The request placed on the Tailwind Platform by an Entrepreneur for loaning an amount of money. This request is provided with the Entrepreneur’s business information and contains the specifications of the amount of money desired;
Project Account The account managed by the EMI which functions as an escrow account for the benefit of collecting moneys and performing payments by Investors to the Entrepreneur and vice versa;
Service Agreement The agreement between the Entrepreneur and Tailwind Crowd, in which the mutual relationship is laid down, including – but not limited to – the services by Tailwind Crowd, the conditions regarding the use of a Tailwind account and the Project account, the Tailwind Platform and regarding the Finance Applications;
Donation The total amount given by Investors to an Entrepreneur, for which Investors receive Remuneration;
Donation Application The request placed on the Tailwind Platform by an Entrepreneur for a donation of money. This request is accompanied by the Entrepreneur’s business information and contains the specifications of the amount of money desired;
Donation Agreement The agreement for the Donation concluded between the Entrepreneur and the Investor;
Tailwind Account A protected part of the Tailwind Platform on which the Investor or Entrepreneur can view, for example, their personal information (including the Loan Agreements and/or Donation Agreements to which they are a party), initiate assignments, view their e-wallet with the EMI and view information about projects.
Tailwind Crowd The private company with limited liability Tailwind Crowd B.V., with its registered office in Utrecht, Herenstraat 10A (3512 KC), listed in the Trade Register of the Chamber of Commerce under number 61088196, a company that brings together capital offer and demand via its Tailwind Platform with the intention being to conclude Loan Agreements and Donation Agreements between Investors and Entrepreneurs;
Tailwind Platform The website managed by Tailwind Crowd: www.tailwindcrowd.com;
Commitment The commitment by the Investor in connection with the Entrepreneur’s Finance Application, which is intended – depending on the type of Finance Application – to assume an obligation towards the Entrepreneur to loan or Donation an amount of money.
  1. General application
    1. These general terms and conditions apply to any use of the Tailwind Platform and any other legal relationship between the User and Tailwind Crowd, unless otherwise explicitly agreed between the User and Tailwind Crowd.
    2. These general terms and conditions will be made available via the Tailwind Platform to Users in such a manner that they can be saved and kept by the User.
    3. These general terms and conditions are to be sent to the User free of charge at the User’s request.
    4. If, at any time, one or more provisions of the general terms and conditions are fully or partly declared null or void, the other elements of these general terms and conditions will remain fully applicable.
    5. Derogations from the general terms and conditions are only allowed if this has been agreed in writing between Tailwind and Users. Any form of electronic communication is deemed to be in writing.
    6. Tailwind Crowd reserves the right to amend the general terms and conditions at any time. The User will be informed in writing by Tailwind Crowd at least one month before the amendment enters into effect.

 

  1. Tailwind Crowd
    1. Tailwind Crowd supports the bringing together of capital supply and demand via the Tailwind Platform.
    2. Tailwind Crowd acts as an intermediary for Users regarding the services of the EMI. As a result of Tailwind Crowd’s mediation an independent relationship will be concluded between the User and the EMI. The legal relationship created is not dependent on the continued existence of Tailwind Crowd.
    3. Tailwind Crowd does not issue advice to Users.
    4. Tailwind Crowd offers support by means of a helpdesk for the answering of questions by Users of the Tailwind Platform.
    5. Tailwind Crowd assists Entrepreneurs in presenting a Finance Application on the Tailwind Platform.
    6. Tailwind Crowd arranges for the administrative processing of the Loan Agreements and/or Donation Agreements.
    7. Tailwind Crowd instructs the EMI in the execution of payment orders for Users. These payments orders are given in the context of the Loan Agreement and/or the Donation Agreement and/or the Service Agreement.
    8. Tailwind Crowd does not charge any fees for information that Tailwind Crowd must provide by law.
    9. Tailwind Crowd keeps its administrative records in accordance with the statutory retention period.
    10. A copy from Tailwind Crowd’s administrative records serves as full proof towards the User, unless the User provides proof to the contrary.

 

    1. Tailwind Crowd operates on the basis of a permit as referred to in Article 2:80 of the Financial Supervision Act. This permit is issued by the Netherlands Authority for the Financial Markets [Autoriteit Financiële Markten] , which supervises Tailwind Crowd.
    2. Tailwind Crowd makes the information and data regarding the relevant supervisors and the register as referred to in Article 59e, paragraph 1, under b of the Market Conduct Supervision (Financial Institutions) Decree available via the Tailwind Platform.

 

  1. Tailwind Account
    1. To gain the right to use the Tailwind Platform the User must create a Tailwind Account via the Tailwind Platform and keep an e-wallet with the EMI. If the User does not yet have an e-wallet with the EMI when opening the Tailwind Account, an e-wallet with the EMI is opened upon creation of the Tailwind Account.
    2. Upon creation of a Tailwind Account the User must be of age and legally competent and the User must fill in correct and non-misleading data. The User is responsible for keeping the data of his Tailwind Account up-to-date so that it is correct and/or complete.
    3. In order to create a Tailwind Account the identity of a User is established and verified by Tailwind Crowd. Tailwind Crowd does this based on data that the user provides in the context of the EMI’s customer acceptance process with regard to opening an e-wallet. The User agrees that the data provided for the EMI’s customer acceptance process is used in order to identify and verify the User’s entity and to open the Tailwind Account.
    4. The User is only permitted to access the Tailwind Platform in the manner prescribed by Tailwind Crowd. The Investor can only access the Tailwind Platform by logging into the Tailwind Platform with his personal data.
    5. In order to access the Tailwind Platform the User will receive personal login data. The User must keep his personal login data in a safe place and not share it with third parties. If the User notices that his Tailwind Account is being used by a third party, he should inform Tailwind Crowd of that fact immediately. Tailwind Crowd can then take action.
    6. The User is completely responsible and liable for all actions that are performed via the User’s Tailwind Account.
    7. Money can only be withdrawn by transfer to a bank account registered with Tailwind Crowd and or the EMI which registered to the User.
    8. A bank account can only be added to or changed by the User himself, by payment from a current account with an identical name held by a bank established in the European Union.
    9. A User can only terminate his Tailwind Account if he is not a party to one or more current Loan Agreements or Donation Agreements and has also not made any more Commitments regarding a Finance Application. Termination can only take place by submitting a written request for that purpose to Tailwind Crowd.
    10. Tailwind Crowd retains the right to deny the User access to his Tailwind Account if Tailwind Crowd believes the User has acted unlawfully towards Tailwind Crowd or a third party, or has not used his Tailwind Account for a period of longer than 24 months, or acts or has acted contrary to these general terms and conditions and/or any other agreement with Tailwind Crowd, including the Service Agreement.
    11. Denial of access to the Tailwind Account by Tailwind Crowd does not affect the User’s rights and obligation in relation to the EMI.

 

  1. Right of use
    1. The right of use of a Tailwind Account granted by Tailwind Crowd exclusively includes the powers expressly assigned to the User in these general terms and conditions. As a result the intended purpose and the use of the Tailwind Platform are also stipulated.
    2. The Investor’s right of use includes the following actions:
      1. making a Commitment regarding a Finance Application and changing or cancelling his Commitment provided the Reflection Period has not yet expired;
      2. insight into all Commitments and Investments and into the agreements to which the Investor is a party;
      3. insight into his relationship with the EMI and his e-wallet with the EMI.
    3. The Entrepreneur’s right of use includes the following actions:
      1. placing a Finance Application and changing or deleting its Finance Application;
      2. insight into all Commitments and Investments and in the agreements to which the Entrepreneur is a party;
      3. insight into its relationship with the EMI and its e-wallets with the EMI, including the escrow accounts.
    4. Without Tailwind Crowd’s express prior permission the User is not allowed to transfer the right of use or make it available in any way to third parties.
    5. Tailwind Crowd reserves the right to change the Tailwind Platform’s functionalities at all times. The right of use may undergo changes as a result.

 

  1. Tailwind Platform Conditions of Use
    1. The User is not allowed to harm Tailwind Crowd’s or third parties’ interests by means of the Tailwind Platform. The Tailwind Platform may only be used for legal purposes. The Tailwind Platform may not be used to place or spread material that infringes the rights of third parties or is unlawful towards third parties.

 

  1. Finance Application
    1. A Finance Application is drawn up by the Entrepreneur in cooperation with Tailwind Crowd.
    2. Tailwind Crowd can specify terms regarding the design of the Finance Application, including – but not limited to – the principal sum, the duration of the Loan or Donation and – if applicable – the interest rate the Entrepreneur is willing to pay. In case of a Loan Agreement the rent is charged in arrears on a monthly basis.
    3. A Finance Application presented on the Tailwind Platform is deemed to be an offer to Investors.
    4. During the Subscription Period the Investors may accept this offer by making a Commitment via their Tailwind Account, taking account of the minimum amount as referred to in Article

 

  1. Investment
    1. The Investor makes the decision to make an Investment via the Tailwind Platform completely independently and for his own account and risk. Tailwind Crowd does not issue advice and is not involved, nor is it responsible for this decision..
    2. The Investor decides for what amount he wishes to subscribe for a Finance Application, taking account of the minimum amount of a Loan and/or Donation as described in the Finance Application.
    3. A Finance Application is subscribed to by making a Commitment by the Investor, after which the Investment will be transferred from the Investor’s e-wallet to the Project Account involved.
    4. A Commitment can be changed or cancelled via the Investor’s Tailwind Account. This can take place as long as the Subscription Period has not yet expired and until the time of Completion and Conclusion of the Finance Application in question.
    5. Tailwind Crowd is authorised to attach a maximum to the amount for which the Investor can subscribe for a Finance Application. Tailwind Crowd is then obliged to inform the Investors of that maximum.
    6. An Investor cannot invest more than the balance in his e-wallet with the EMI.
    7. The Investor authorises Tailwind Crowd to instruct the EMI on behalf of the Investor with regard to the payment transaction described under c. By transferring the Investment from the Investor’s e-wallet, which is held by the EMI in the Investor’s name, the Investor agrees with the payment to the Entrepreneur as described in Article 13.
    8. The Investor may withdraw the agreement described in the previous paragraph at all times, until the payment order has become irrevocable. The Investor can no longer revoke the payment order after the Reflection Period applicable to the Investor has lapsed.

 

  1. Subscription Period
    1. Tailwind Crowd determines a Subscription Period per Finance Application and Tailwind Crowd decides whether the term of the Subscription Period has expired.
    2. Tailwind Crowd may decide in consultation with the Entrepreneur to extend the Subscription Period.
    3. The Subscription Period will be made known via the Tailwind Platform.
    4. After expiry of the (extended) Subscription Period it will no longer be possible to subscribe to the Finance Applicati

 

  1. Formation of Agreement
    1. The Investor and Entrepreneur will enter into a Loan Agreement and/or Donation Agreement. Tailwind Crowd will not be a contract party.
    2. The Loan Agreement and/or Donation Agreement will be entered into by a Commitment made by the Investor. With the Commitment the Investor accepts the offer the Entrepreneur makes in the form of the Finance Application.
    3. A Loan Agreement and/or Donation Agreement is entered into subject to the suspensive condition that the Finance Application is completed and concluded within the Subscription Period.
    4. Tailwind Crowd determines whether the Finance Application has been completed and concluded.
    5. If the suspensive condition has not been met the Loan Agreement and/or the Donation Agreement will not be concluded.
    6. If the condition precedent has been met the Loan Agreement and/or the Donation Agreement will be concluded.
    7. The Loan Agreement and/or the Donation Agreement will be prepared and drawn up by Tailwind Crowd and assessed and signed electronically by both the Investor and the Entrepreneur.

 

  1. Reflection Period
    1. The Loan Agreement and/or the Donation Agreement can be dissolved by the Investor within the Reflection Period by sending an email to info@tailwindcrowd.com.
    2. The Reflection Period commences at the time described in Article 11 under b at which the Loan Agreement and/or Donation Agreement are concluded.
    3. After expiry of the Reflection Period the Loan Agreement and/or the Donation Agreement can only be dissolved in so far as this has been stipulated in that agreement.

 

  1. Payment to Entrepreneur
    1. If the Loan Agreement and/or Donation Agreement has been concluded and the Reflection Periods have expired, the total sum of Investments relating to the Financial Application involved will be paid to the Entrepreneur.
    2. The total sum of Investments is to be paid from the Project Account that is held with the EMI.

 

  1. Risks
  1. Tailwind Crowd cannot guarantee that the Investor will gain any financial advantage by investing via the Tailwind Platform.
  2. By accepting these general terms and conditions the Investor declares that he is aware of the following risks:
    1. The Loans and/or Donations are for his own account and risk.
    2. The Investor receives no (more) payments as of the time the Entrepreneur can no longer meet its payment obligation, for whatever reason. The Investor can therefore fully or partly lose its Investment in the company in question.
    3. The Investor does not acquire securities regarding any Loan.
    4. In addition to financing via the Tailwind Platform, the Entrepreneur may also acquire financing via another party, such as a bank. The Investor is aware that the other party has a stronger recovery position if this party has stipulated securities and/or rights of priority and will therefore be paid back first. The Investor may not be paid back.
    5. Providing a Loan to third parties entails a risk and an Investment can therefore entail a high risk.
  3. Tailwind Crowd emphasises the importance of proper spreading of Investments in crowd funding over a larger number of Finance Applications.
  4. If a deposit has to be provided, such is explicitly stated in the Finance Application in question.
  5. With regard to a Donation the Investor is aware that receiving Remuneration is dependent on meeting the relevant condition agreed in the Donation Agreement, such as successful completion of the project for which the Business Operation has requested financing. Tailwind Crowd offers no guarantee whatsoever for fulfilment of such a condition.

 

  1. Payment to Investor
    1. The Entrepreneur’s interest and repayment obligations take place in accordance with the provisions in the Loan Agreement and enter into effect after the end of the first full month after the Loan has been received by the Entrepreneur.
    2. The Entrepreneur repays the Loan in accordance with the schedule as included in the Finance Application. This period commences after the end of the first full month after payment of the Loan to the Entrepreneur.
    3. If an Investment or part thereof has become immediately due, Tailwind Crowd will be notified as soon as possible. Tailwind Crowd will contact the Entrepreneur and try to have the payments made after all.
    4. If the Entrepreneur remains in default regarding the fulfilment of its obligations arising from a Loan Agreement and/or Donation Agreement, the Investor can request Tailwind Crowd to expedite fulfilment of the obligations by the Entrepreneur and, if necessary, the Investor can authorise Tailwind Crowd to act for the Investor. Tailwind Crowd is not obliged to cooperate with such a request.

 

  1. Rates and costs
    1. The Investor is not charged any costs for the use of the Tailwind Platform.
    2. Users owe Tailwind Crowd a ‘Transaction cost pass-through fee’. This ‘Transaction cost pass-through fee’ is charged at the time money leaves the Tailwind Platform and payments take place in the bank account of the Investor or Entrepreneur.
    3. The Entrepreneur owes fees to Tailwind Crowd (including the ‘success fee’, ‘loan set up fee’ and ‘administration fee’). These fees are charged to the Entrepreneur in line with the provisions in the Service Agreement.
    4. Tailwind Crowd may settle the fee or fees that the User owes Tailwind Crowd with money (such as the Loan, interest and/or repayment) that must be paid to the User by collection from the User’s e-wallet. The User authorises Tailwind Crowd to perform this collection.
    5. Tailwind Crowd publishes an overview of the current rates and costs on the Tailwind Platform.

 

  1. Authorisation
    1. By accepting these general terms and conditions the Investor grants an irrevocable authorisation to Tailwind Crowd for collection of the ‘Transaction costs past-through fee’ owed, to give instructions to the EMI on behalf of the Investor regarding payment transactions and to collect fees.
    2. By accepting these general terms and conditions the Investor grants an irrevocable authorisation to prevent the conclusion of a Loan Agreement and/or Donation Agreement on behalf of the Investor before the Loan or Donation have been transferred to the Entrepreneur if, in the opinion of Tailwind Crowd, the Entrepreneur situation or financial situation gives cause or if there is any other reason to fear that the Entrepreneur will not (be able to) meet its obligations.

 

  1. Data privacy
    1. Tailwind Crowd has a Privacy Policy which can be consulted via the Tailwind Platform. The Privacy Policy applies to all current and future legal relationships between Tailwind Crowd and the User.

 

  1. Liability and indemnification
    1. Tailwind Crowd places the information on the Tailwind Platform with the greatest possible care. Nevertheless, incompleteness and inaccuracies cannot always be prevented. Tailwind Crowd is not liable for any damage as a result of incompleteness or inaccuracies in the information offered on the Tailwind Platform, unless these are caused by an intentional act or gross negligence on the part of Tailwind Crowd.
    2. Tailwind Crowd is not responsible or liable for information on a website linked to or from the Tailwind Platform.
    3. Tailwind Crowd is liable for giving the correct instructions to the EMI regarding the implementation of the payment orders of Users in the context of a Loan Agreement and/or Donation Agreement and regarding the collection of fees.
    4. Tailwind Crowd is not liable for any damage arising from the use of the Tailwind Platform.
    5. Tailwind Crowd is not liable for damage caused by breakdowns, interruptions, faults or delays connected to the Tailwind Platform. However, Tailwind does have an obligation to do all it can to ensure that the Tailwind Platform functions properly.
    6. Tailwind Crowd is not liable for any damage the User suffers or may suffer, connected with or resulting from, the services in the context of the general terms and conditions, unless this was caused by an intentional act or gross negligence on the part of Tailwind Crowd.
    7. Tailwind Crowd is not liable for any damage resulting from placing a Finance Application on the Tailwind Platform, or the way in which the accompanying information is presented.
    8. Tailwind Crowd is not liable for damage resulting from a User providing no, incorrect, incomplete or misleading information.
    9. Tailwind Crowd is not liable for any damage resulting from the circumstance that a Finance Application does not result in a Commitment, or that Commitments are changed or cancelled.
    10. Tailwind Crowd is not liable for any damage for the Entrepreneur resulting from money reclaimed by the Investor because of charge backs of credit card payments by that Investor.
    11. Tailwind Crowd is not liable for the non-compliance with obligations that the Users have towards each other as laid down in the Loan Agreement and/or Donation Agreement.
    12. Tailwind Crowd is not liable for any damage or costs that Users suffer or incur if the Loan Agreement and/or Donation Agreement is terminated.
    13. If Tailwind Crowd’s liability has been determined, its liability is limited to EUR 500.00 per User.
    14. The User indemnifies Tailwind Crowd for any damage suffered by third parties in connection with the implementation of the Loan Agreement or Donation Agreement and the use of the Tailwind Platform, unless this is caused by an intentional act or gross negligence by Tailwind Crowd. Any costs incurred by Tailwind Crowd and damage suffered by Tailwind Crowd in connection with third-party claims are for the User’s account and risk.
    15. The User indemnifies Tailwind Crowd for third-party claims due to damage caused by the User providing no, incorrect or incomplete information. Any costs incurred by Tailwind Crowd and damage suffered by Tailwind Crowd in connection with third-party claims are for the User’s account and risk.

 

  1. Force majeure
    1. In case of force majeure Tailwind Crowd is not obliged to comply with its obligations towards the Users. During the period of force majeure, Tailwind Crowd may suspend its obligations with regard to the Users.
    2. Force majeure includes any breach that cannot be attributed to Tailwind Crowd, including: fire, blockages, sickness of personnel, technical problems regarding the internet and the availability of the Tailwind Platform.

 

  1. Complaints
    1. Tailwind Crowd has a complaints procedure. Complaints can be sent to info@tailwindcrowd.com. Tailwind Crowd will send a response within 10 working days of receiving a complaint. That response will state the follow-up steps that will be taken to remedy the complaint as soon as possible.
    2. Tailwind Crowd is a member of the Financial Services Complaints Board [Klachteninstituut Financiële Dienstverlening] (Kifid).
    3. Complaints relating to Entrepreneurs that do not meet their requirements towards Investors will be forwarded to the Entrepreneur in question. This will not cause Tailwind Crowd to be responsible or liable for the Entrepreneur’s obligations.

 

  1. Transfer to Third Parties
    1. Tailwind Crowd can outsource parts of the services to third parties, taking account of the rules in the field of outsourcing pursuant to the Financial Services Act and related legislation.
    2. The User may not transfer his rights and obligations from any agreement with Tailwind Crowd to third parties.

 

  1. Remaining in effect
    1. The articles in these terms and conditions that are intended to continue after the Tailwind Accounts and/or agreements concluded with Tailwind Crowd have been terminated will remain in force after the relevant Tailwind Accounts or agreements have been terminated. This concerns at least Articles 2, 14, 19 and 20..

 

  1. Choice of law and competent court
    1. These terms and conditions and the legal relationship between the User and Tailwind Crowd are governed by Dutch law.
    2. Any disputes relating to these terms and conditions or the legal relationships between the User and Tailwind Crowd will be submitted to the competent Dutch cou

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