Terms


GENERAL

  1. If You are a natural person, You acknowledge that You have read and understood these Terms and that you are at least 18 years old.
  2. Subject to approval by Wajenzi and subject to Your approval of these Terms, You will become a Member of Wajenzi when creating a user account at the Website. By giving such approval, you enter into an agreement with Wajenzi on these Terms. You understand that these Terms regulated Your use of the Services and that Wajenzi is not a party to the agreement between an Entrepreneur and the Investor, or between a Borrower and a Lender. You also approve the processing of personal data, which is made in accordance with our privacy policy, and which is part of the Agreement.
  3. If You are a consumer, You have the right to withdrawal from distance contracts in accordance with the Distance- and Off-premises Sales Act. Under such act, You have the right to withdraw from this Agreement within fourteen (14) Days from the date we entered into this Agreement, however not prior to You have received information regarding the right of withdrawal. This Agreement shall not in any way limit the rights that You have under the consumer protection legislation.
  4. In addition to the other terms set out in this Agreement, Wajenzi is required to provide the following information under the Distance- and Off-premises Sales Act:

 

 

FEES AND PAYMENT TERMS

You acknowledge and agree to Wajenzi’s fee structure, which includes a commission charged to the Target Company only in the case of a successful campaign. The commission is a percentage of the total funds raised, 8%, and is communicated on each campaign. The percentage is deducted from the total funds raised at the point where funds are aggregated by our payment services provider.

Wajenzi confirms that it will endeavor to provide fee structure information in the most transparent manner possible and respond timeously to Your questions about fees.

You acknowledge that additional fees will be charged to the Target Company by our payment services provider and that You may also be charged transfer fees or other fees by your bank.

TERMS OF SERVICES FOR ENTREPRENEURS

Members may, subject to Wajenzi's prior approval, submit their limited liability companies for which they are seeking financing from other Members in exchange for equity, to the Website by use of Equity Crowdfunding, whereby funds may be raised from many investors and in return ownership in the company may be offered. Subject to Wajenzi's approval in each case, a Campaign for Equity Crowdfunding may start around. The campaign round is an investment round in which investors may invest. The campaign shall be open for the maximum period of time set forth on the Website. During the campaign, a Member may offer to participate in the fundraising by specifying the amount such Member would like to invest. Any offer by a Member to invest (including submission of a specified amount) constitutes a non-binding offer to invest by such Member. Such an offer may thereafter be accepted or rejected by the Company being subject to the Equity Crowdfunding Campaign. You agree that Wajenzi is only a platform where Investors may meet Entrepreneurs and that Wajenzi does not take any part in the investment round. Wajenzi does not at any time set the prerequisites for a Campaign for Equity Crowdfunding. All such terms, e.g. the number of investors, the number of shares, the valuation of the company and investment amount are always set by the Entrepreneur. Furthermore, You agree and are aware that the investment agreement is between the Entrepreneur and the Investor. Any decision to invest in an Entrepreneur is solely the decision of such investing Member. Wajenzi shall never be liable for any Investor’s non-payment of any investment amount, and Wajenzi shall never be liable for any Entrepreneur’s non-issuance of shares. Any and all investment in an Entrepreneur is always made without the involvement of Wajenzi and thus made only between an Investor and an Entrepreneur. You agree that any posting of Campaigns shall be made in accordance with (i) applicable legislation and (ii) the instructions set forth on the Website. Wajenzi has the right to deny any Campaign access to the Website at any time and for any reason. When posting the Campaign to the Website, You agree and warrant that all offerings and investments are made in accordance with applicable legislation, and that all prerequisites for the Campaign (e.g. number of shares offered, valuation of the company, investment amount asked for, financial information to be provided) shall be set by the Entrepreneur and made according to applicable legislation. You agree to provide Members with the information requested by Wajenzi and as set forth on the Website. You further agree to, without undue delay, approve or reject any offer to invest submitted by an Investor, by sending a confirmation or rejection to that Investor via the Wajenzi platform. After the closure of the campaign, you undertake to finalize the campaign in accordance with applicable legislation. Payment for the equity shall be made by the Investor to the Entrepreneur at terms agreed between such company and the Investors participating in such fundraising. You are responsible for drafting and providing all documentation needed (including legally required documentation) for completing the campaign. Wajenzi has the right to, at any time and at its convenience, cancel, interrupt or suspend any Campaign at any time, subject to prior notice. Such cancellation, suspension or interruption may e.g. be made due to your or the Campaign's violation of applicable legislation, this Agreement or any terms applicable to the Website.

Investing in Campaigns for Equity Crowdfunding

An Investor may request more extensive information regarding the Entrepreneur during the Campaign. Such request shall be submitted to the Entrepreneur. Investors may sign up for investments in the Entrepreneur during the Campaign at the terms set by the Entrepreneur and as displayed on the Website. Should the Investor's investment offer be accepted by the Entrepreneur, the Investor shall sign up for the investment electronically. The Investor may, however, recall an investment offer until the subscription list for the share issue has been signed. After the closure of the campaign, the Entrepreneur shall provide all documentation necessary for completing the investment to the Investor, and the Investor shall pay the shares in accordance with Wajenzi Fees and Payment terms.

The Service consists of Equity Crowdfunding, where Entrepreneurs may seek funding from Investors in return of equity ownership in the Entrepreneurs at pre-defined terms set by such company.

TERMS OF SERVICE FOR INVESTORS

General

During the Campaign for Equity Crowdfunding, an Investor may report interest to participate in the fundraising by specifying the amount such Investor would like to invest. Any report of interest by an Investor to invest (including submission of a specified amount) constitutes a non-binding offer to invest. Such an offer may thereafter be accepted or rejected by the Entrepreneur. The Investor agrees that Wajenzi is only a meeting platform for Members (i.e. Entrepreneurs seeking funds for their Companies and Investors interested in funding Companies) and that Wajenzi does not provide any advice or take any part in the investment round. Wajenzi does not at any time set the prerequisites for any Campaign. All such terms, e.g. the number of investors, the number of shares, the valuation of the company and investment amount are always set by the Entrepreneur. Furthermore, the Investor agrees and understands that the investment agreement is between the Entrepreneur and the Investor. Any decision to invest in a Company being subject to an Equity Campaign is solely the decision of such Investor. Wajenzi shall never be liable for any Investor’s non-payment of any investment amount, and Wajenzi shall never be liable for any fundraising company's non-issuance of shares. All investment in an Entrepreneur within Equity Crowdfunding is always made with the involvement of Wajenzi

THE SERVICES

Wajenzi provides a meeting platform for crowdfunding on the Website. Members may, by use of and in accordance with the prerequisites set forth on the Website, submit their Campaigns to Wajenzi, who decides which Campaigns may seek crowdfunding from other Members. Any funding shall be made in accordance with these Terms and as set forth on the Website.

 

DEFINITIONS

“Agreement” shall mean the agreement between You and Wajenzi on the Terms;

 “Business Day” shall mean a day when banks are generally open for business in the Netherlands;

“Campaign” shall mean a campaign for Equity Crowdfunding which has been formed in accordance with the instructions set forth on the Website ;

“Equity Crowdfunding” shall mean the service when an Entrepreneur may submit a Campaign with the purpose of raising funds from many Investors in return of equity in such Entrepreneur on the terms set out on the Website;

“Days” shall mean calendar days

“Entrepreneur” shall mean a natural person that submits a limited liability company, which by authorizing a representative to register a user account and has become a Member and has been submitted to the Website to seek funding by use of Equity Crowdfunding;

“Escrow Account” shall mean an account held by the Payment Service Provider where any funds are being held before such funds shall be paid to the Borrower or repaid to the Lender;

“Investor” shall mean a Member who is a natural person or a limited liability company, using Equity Crowdfunding for investing in an Entrepreneur in return for equity in such Entrepreneur;

“Member” shall mean a natural person (which may be a legal representative of the Entrepreneur or Investor) who has registered a user account on the Website and been accepted as a member of Wajenzi;

 “Payment Service Provider” shall mean the payment service provider used by Wajenzi for the transfer of funds between Investors to a Member receiving crowdfunding;

USERNAME AND PASSWORD

Some pages of the Website are open to all users and may be browsed by any visitor. However, in order to become a Member and use the Services, You have to create a user account in accordance with the instructions set forth on the Website. You may use selected social media accounts as set forth on the Website, currently Facebook or LinkedIn to sign in to the Website. Once You have signed in, You may be asked to submit additional information about yourself to help Wajenzi tailor the information shown on the Website. Should You, however, choose to create a new user account, the email address and password which You choose must not be harmful, abusive, racially or ethnically offensive, sexually explicit, defamatory, infringing any intellectual property right or invasive of personal privacy rights. Wajenzi shall be allowed to change Your email and/or password if You are in breach of this Agreement. When the user account has been verified and approved by Wajenzi You will become a Member. You agree and warrant that You will not disclose (wilfully or by negligence) credentials of Your user account with any third party or otherwise allow any third party to use Your user account or Your access to the Service. If You have reason to believe that a third party has gained access to Your user account, You must immediately inform Wajenzi. Wajenzi will require You to provide identification of Yourself when registering at the Website or other documents that You may become a party to and which may be required when using the Services. You do however understand and agree that some agreements may be entered into between You and Wajenzi or between You and another Member.

In conjunction with this Agreement, fees, charges and taxes may be charged by third parties. Wajenzi will not pay any such fees, charges or taxes.

Wajenzi will not charge You any fee if You would use Your right to withdraw from this Agreement, or from an agreement that You will enter into by use of the Services.

Wajenzi’s provision of the Services does not require authorization by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM). However, Wajenzi has notified the AFM about its operations. Hence, Wajenzi shall comply with the Act on measures against money laundering and terrorist financing by which Wajenzi is e.g. obligated to undertake certain know your customer (KYC) activities, including collecting certain personal data from You, which will be made inter alia when registering the user account with Wajenzi and before any funding of Campaigns may be pursued.