General Terms and Conditions
1. The Company INVESTER LLC (hereinafter referred to as the “Manager”) is the operator of a portal located at the website www.en.invester.cz (hereinafter referred to as the “Portal”), at which involvement in various projects is offered. The Manager offers three types of projects - business with direct participation, business with indirect participation, and non-profit. These Commercial Terms and Conditions (hereinafter referred to as the “CTC”) lay down the rules for the entry of each interested party (hereinafter referred to as the “Interested Party”) in the projects offered and involvement in them.
2. By confirming the selection of a specific project in which it is interested, the Interested Party accepts these CTC. The Interested Party acknowledges that although the Manager and the business partners with which it collaborates shall invest the maximum professional effort in selecting projects and in assisting in their execution, the Interested Party is not guaranteed any profit or the return of the amount which it pays for involvement in a project, since the success of individual projects is also dependent on circumstances which neither the Manager nor its business partners is/are able to influence in any way.
3. The Project Representative (hereinafter referred to as the “Project Representative”) is responsible for the content of the presentation of each project located at the Portal. The Interested Party also enters into a legal relationship with the Project Representative when entering a project. A separate bank account or sub-account is held for each project, even in the case that one Project Representative represents multiple offered projects.
4. By executing a contract, the Interested Party becomes the owner of a specific stake in a specific legal person, meaning a member of that legal person, with all rights and obligations arising from this.
5. The project offer invariably states the total size of the stake offered for sale and the price for a 1 % stake. The Interested Party chooses a specific project from the Business Project with Direct Participation category at the Portal and enters the size of the stake which it intends to acquire, and confirms its selection. The Manager’s system thereafter generates a payment order for an amount equalling the product of the percentage of the ordered stake and the price for a 1 % stake. The price of a stake is paid in monies, invariably in the currency of the specific project. The Interested Party pays the price of the stake into the Project Representative’s account. Payment of the full amount by way of credit transfer from the Interested Party’s bank account to the Project Representative’s bank account results in the conclusion of the contract between the Project Representative and the Interested Party. Following payment of the price of the stake, the Project Representative delivers to each Interested Party power of attorney for all legal acts aimed at the creation of a new legal person, or for the transfer of a stake in a legal person which already exists. The Interested Party acknowledges that it is not possible for it to enter a project without the provision (signing) of such power of attorney.
6. A project may be conditional on achievement of interest in the whole of the stake being offered in a specific legal person within a set time limit. In such case the contract with each specific Interested Party enters into effect once a contract has been entered into with the final Interested Party, the conclusion of which ensures the purchase of the entire stake (condition precedent of the contract). If the whole project is not sold within the set time limit, the Project Representative shall inform each Interested Party that entered into a contract with regard to that project and shall return the sum paid to each Interested Party.
7. The Interested Party is authorised to exercise the rights and discharge the obligations of a member of the legal person in which it has acquired a stake either itself or to authorise the Project Representative to do so by way of written power of attorney with authenticated signature. The Project Representative is obliged to accept power of attorney provided in this way. If authorised by the Interested Party, the Representative has the right to remuneration. The Project Representative is obliged to respect the instructions of the Interested Party, if provided to it by the Interested Party. This does not stand in the case that such instructions are contrary to legal regulations, the internal regulations of the legal person, or the interests of the legal person. The Interested Party acknowledges that the Project Representative shall represent more than one interested party, whose interests might not be the same, and that as a consequence of this it may proceed on behalf of each Interested Party in a different way, including different voting for each stake at the general meeting. The Project Representative is authorised to entrust the exercise of rights and the discharge of obligations to another party.
8. Should the legal person show the existence of a profit in the relevant accounting period, which is generally the calendar year, the payment of a share in profit to individual Interested Parties - members is tied to the decision of the competent body of the legal person. If the exercise of rights and the discharge of obligations of a member has been entrusted to the Project Representative, it shall invariably vote in favour of payment of the highest amount of profit to members; this does not stand in the case that this would jeopardise the current financial situation or stability of the legal person, in the case that this would jeopardise likely higher future profits ensuing from further investing the current profit, and in the case that it receives a different instruction from the Interested Party.
9. The Interested Party is not in any way restricted in its disposal of the stake acquired in a legal person pursuant to this Contract.
10. With the execution of a Contract, the Interested Party becomes a Silent Partner of the Project Representative.
11. The total size of the amount which the Project Representative intends to collect and a percentage expression of the size of the share in profit pertaining to CZK 1,000 of contribution by the Silent Partner are invariably stated in the project offer. The Interested Party chooses a specific project from the Business Project with Indirect Participation category at the Portal and enters the size of the amount which it intends to contribute, and confirms its selection. The Manager’s system shall subsequently generate a payment order for that amount. The amount is paid in monies, invariably in the currency of the specific project. The Interested Party pays the contribution into the Project Representative’s account. Once the contribution has been paid, the Manager delivers to each Interested Party power of attorney, by way of which the Interested Party authorises the Manager to enter into a written contract of silent partnership with the Project Representative or with the specific legal person executing the project. The Interested Party acknowledges that it is not possible for it to enter a project without the provision (signing) of such power of attorney.
12. The project might be conditional on fulfilling interest in taking the entire amount which the Project Representative intends to procure within the set time limit. In such case the Manager enters into a contract of silent partnership on behalf of each specific Interested Party not earlier than once the Project Representative has obtained the entire amount demanded (the condition precedent of the contract). If the whole project is not fulfilled within the set time limit, the Project Representative shall inform each Interested Party that has paid a contribution and shall return to it the sum which each Interested Party has paid.
13. The Project Representative shall issue the Interested Party with financial statements for each year of the duration of the project, without delay once they have been approved. The Interested Party has no right to view the accounting documents of the project.
14. The Interested Party has the right vis-à-vis the Project Representative to an annual share in net profit in an amount which corresponds to the size of its contribution. The exact share in net profit, stated in percentage, shall be specified in the contract of silent partnership. The Interested Party shares in the loss of the Project Representative in the same percentage, whereby its contribution is reduced by the amount of such loss. A share in profit is payable within 30 days of the date of approval of the financial statements.
15. The Interested Party is authorised to terminate the contract of silent partnership by notice not later than six months prior to the end of the accounting period of the company executing the project. It may do so either by way of an instruction to the Manager or by way of notice of termination directly to the Project Representative. The silent partnership also expires in the case that the share of the Interested Party in the loss of the Project Representative reaches the level of its contribution.
16. By executing a contract, the Interested Party becomes a donor of a specific amount provided for the specific charitable purpose defined in the project. The rights of the donor associated with this shall invariably be defined for a specific project and generally include the right to the making public of the Interested Party as a supporter of the charity project and a statement of the donated sum, and the right of the donor to be informed of how its donation shall be used, and to be informed of the ongoing development of the project.
17. The Interested Party chooses a specific project from the Non-profit Projects category at the Portal and enters the amount which it intends to donate, and confirms its selection. The Manager’s system shall subsequently generate a payment order for the chosen amount. A donation is paid in monies, invariably in the currency of the specific project. The Interested Party pays the donation into the Project Representative’s account. Payment of the full amount by way of credit transfer from the Interested Party’s bank account to the Project Representative’s bank account results in the conclusion of the contract between the Project Representative and the Interested Party.
18. Unless provided otherwise in these CTC, the Manager shall deliver all notification and documents to the Interested Party through its account at the Portal. The date of delivery is deemed to be the date on which the relevant document is made available to the Interested Party in its account, irrespective of when the Interested Party logs into its account.
19. The Interested Party creates an account during initial registration at the Portal. When creating the account, the Interested Party is obliged to state accurate and truthful information - its first name, surname, date of birth, and place of residence. When creating the account, the Interested Party creates a username and password, using which it logs into its account during each visit to the Portal. The Manager is not liable for any loss or damage caused to the Interested Party by breach or loss of the password and/or username, or the communication thereof to a third party, by downtime on the Internet, or in consequence of breach of contract by the Interested Party.
20. When registering and creating an account at the Portal, the Interested Party confirms that it is not a politically-exposed person or a person against whom international sanctions are applied and that the funds designated for the execution of the contract do not come from criminal activity. The Interested Party is obliged to inform the Manager if there is any change to this situation. If any declaration proves to be false, the Manager is authorised to immediately cancel the Interested Party’s account at the Portal.
21. The information which the Parties provide each other during the period of effect of the Contract is deemed to be confidential and the other Contracting Party is not authorised to use or exploit such information for any purpose other than for the performance of the contracts to concern the projects, unless relieved of this confidentiality by the other Contracting Party. Each Contracting Party is responsible for adhering to this obligation even on behalf of third parties to whom it discloses confidential information in connection with the performance of the Contract. This obligation remains in place even following the expiration of the effect of this Contract. This obligation does not apply to the case of a dispute between the Contracting Parties handled by the court or another competent body.
22. Otherwise the relationships of the Contracting Parties are generally regulated by the legal regulations binding in the Czech Republic. The Contracting Parties have agreed that the disputes of the Contracting Parties arising from or connected with this Contract which they are unable to resolve by conciliation shall be considered and decided by the general court of the Manager as laid down by the procedural regulations of the Czech Republic.
23. In light of the fact that the conditions of the lawfulness of processing personal data have been met, in accordance with Article 6(1)(b) and (c) of Regulation 2016/679 of the European Parliament and of the Council, the consent of the Interested Party - an EU citizen - is not required for the processing of its personal data. Information about the rights of data subjects arising for them from the Regulation are published at the Portal.
24. The Manager and the Interested Party declare that they do not feel themselves to be the weaker Contracting Party. Both Contracting Parties take upon themselves the risk of a change of circumstances and waive the right to seek the cancellation of an obligation arising from this Contract. The rights established by this Contract may not be transferred without the prior written consent of the other Party. The provisions of the Civil Code regarding a change of circumstances and laesio enormis shall not apply to the obligations established by this Contract.
25. The Manager is authorised to unilaterally amend these CTC. The Manager shall announce an amendment such that it shall deliver the amendment to the terms and conditions to each Interested Party via that Interested Party’s account at the Portal. The Interested Party has the right to reject amendments and to terminate the Contract on this ground, with a period of notice of 14 days.
26. These Commercial Terms and Conditions enter into effect on 1.3.2021.