Note: The translation of the terms and conditions is not verified, only the latest German version is legally valid.
8pitch GmbH, headquartered in Eckental, business address Schlehenstr. 6, 90542 Eckental, Germany (hereinafter also referred to as "8pitch") operates the issuing platform "https://8pitch.com" (hereinafter also referred to as the "Platform") for the brokerage of financial instruments with a focus on tokenized securities.
8pitch operates the brokerage services on the platform as a contractually tied agent of the financial services institution CONCEDUS GmbH with its registered office in Eckental, business address Schlehenstr. 6, 90542 Eckental (hereinafter also referred to as "CONCEDUS") on the basis of Section 2 (10) of the German Banking Act (Kreditwesengesetz - KWG).
For the purposes of these terms and conditions, the following definitions apply in addition to the terms defined in the text:
1. These General Terms and Conditions apply to all business relationships between 8pitch and investors, visitors and users for the use of the platform.
2. Investment brokerage is subject to the General Terms and Conditions to be concluded separately as well as the General Brokerage Terms and Conditions of CONCEDUS (the "brokerage agreement") for the contractual relationship with the financial services institution CONCEDUS. The conclusion of the brokerage agreement is made directly between the investor and CONCEDUS, represented by 8pitch.
3. The contractual relations between the offeror, issuer and investors or CONCEDUS and the investors are not subject of these GTC.
4. The currently valid version of the General Terms and Conditions can be viewed and downloaded at https://dl.8pitch.com/file/8pitchAGB.zip .
5. By registering on the brokerage platform, visitors accept these General Terms and Conditions of 8pitch in a legally binding manner.
6. It is pointed out that the legal relationship between 8pitch and visitors is governed exclusively by the provisions of these terms and conditions. Differing, conflicting or supplementary General Terms and Conditions of Visitors only become part of the contract if and insofar as 8pitch has expressly agreed to them.
1. 8pitch operates financial services and brokers investments exclusively as a contractually tied agent under the liability umbrella of the financial services institution CONCEDUS GmbH, Eckental, as defined by Section 2 (10) of the German Banking Act - KWG. The focus of the investments is particularly on cryptovaluables; other financial instruments are not excluded, however.
2. In the course of investment brokerage, 8pitch introduces visitors to the issuer's financial instruments and provides information about them. 8pitch offers its services mainly online. 8pitch is not permitted to acquire ownership or possession of investors' funds on behalf of third parties.
3. 8pitch operates the platform under https://8pitch.com. In addition to providing information on investment opportunities, it also serves as a platform for brokering financial instruments (as a contractually bound agent in accordance with the German Banking Act), as well as for submitting inquiries for cooperation from potential issuers.
4. 8pitch generally assumes responsibility for investor support for the financial instruments brokered, unless otherwise agreed in individual cases.
5. 8pitch expressly does not provide any asset, investment or tax advice. Investors are advised to seek advice from appropriately qualified experts before subscribing to any financial instrument brokered by 8pitch.
1. 8pitch is a contractually tied agent of CONCEDUS, pursuant to Section 2 (10) of the German Banking Act (KWG) and is registered as a contractually tied agent with the German Federal Financial Supervisory Authority (BaFin).
2. With regard to the brokerage of financial instruments, 8pitch acts as a contractually bound agent in the name (open representation), for the account and under the liability of CONCEDUS GmbH (§2 (10) KWG ), whereby 8pitch does not employ any sub-brokers.
3. 8pitch is entered in the public register of tied agents pursuant to Section 2 (10) KWG of the German Federal Financial Supervisory Authority (BaFin), which can be accessed at https://portal.mvp.bafin.de/database/VGVInfo
4. In the course of establishing a business relationship with CONCEDUS, the investor is identified under money laundering law. 8pitch supports CONCEDUS in fulfilling its due diligence obligations under money laundering law. Should deviations of any kind be discovered in the course of the identification process from the information provided by the provider during registration, the contractual documents will be adjusted retroactively on the basis of these deviations. The Users hereby declare their agreement.
5. 8pitch's brokerage activities are subject to statutory recording and storage obligations. As a contractually tied agent, 8pitch is subject to the obligation to allow CONCEDUS to inspect its business records at any time; this is done within the framework of the supervisory duties and rights. In addition, CONCEDUS has a comprehensive right of instruction in the sense of securing management and control options in accordance with legal requirements. As a contractually tied agent, 8pitch is obliged to tolerate audits and inspections of its business premises by the German Federal Financial Supervisory Authority (BaFin) as well as by CONCEDUS' internal audit department and to cooperate in these audits.
6. As a contractually tied agent, 8pitch has entered into a separate contractual agreement with CONCEDUS under which 8pitch acts as a vicarious agent for the brokerage of financial instruments (hereinafter referred to as "assumption of liability"). Under this agreement, CONCEDUS is liable to investors for all losses incurred as a result of a breach of duty by 8pitch, the contractually tied agent, if and to the extent that any limitations of liability arising from these General Terms and Conditions (see Section VIII below) or from the agency agreement do not conflict with CONCEDUS. Other activities of 8pitch that do not involve the brokerage of financial instruments are not covered by CONCEDUS' assumption of liability.
1. 8pitch's brokerage platform enables its visitors to find out about financial instruments from various issuers and to subscribe to these financial instruments as users, subject to the legal provisions and the conditions of the respective offer.
2. For the further use of the brokerage platform, visitors to the platform must register as users by providing the truthful personal data requested (for natural persons in particular name, e-mail address, cell phone number, date of birth, address). Natural persons are only permitted to register if they are at least 18 years of age, have unlimited legal capacity and have their residence or regular stay in Germany. Each person may only register once. The registration can be refused or cancelled without giving reasons.
3. In the course of registering on the platform, the personal data provided by users and all information provided must be truthful. Users must cooperate in the identification process in accordance with the Money Laundering Act, which is carried out on behalf of CONCEDUS, and must also notify 8pitch immediately of any subsequent changes; renewed identification in accordance with the Money Laundering Act may be necessary. In the event of false personal data being provided, 8pitch may at any time, without notice and without prior notification, exclude users from using the intermediary platform and terminate this agreement without notice.
4. 8pitch reserves the right to process registrations that are sent to one-time email addresses (socalled "Disposable email addresses"), as well as registrations that have not been activated within four months of their creation, without prior notice.
5. 8pitch may, in its sole discretion, refuse registration without cause or exclude Users from using the Platform in whole or in part if Users violate applicable laws and/or public morality and/or otherwise behave inappropriately; in particular, racist, discriminatory, pornographic or offensive content will not be tolerated. Such conduct on the part of the users constitutes good cause within the meaning of V.6 (contract term, termination).
6. In the course of ongoing money laundering investigations, 8pitch reserves the right to block users and accounts of investors on suspicion of money laundering, either temporarily or permanently, without prior notice until the matter is resolved.
1. 8pitch makes the platform available to visitors free of charge.
2. Users are solely and fully responsible for protecting the access data for the platform (in particular user name and password) from misuse and not making them available to third parties. Users of the Platform are obliged to inform 8pitch immediately of any knowledge of passwords by third parties and any misuse of their account. 8pitch reserves the right to exclude users temporarily or permanently from using the Platform on suspicion of misuse of the Platform by users or third parties.
3. Users have the duty to keep the data in the user profile always in a truthful and current state and to protect the access from third parties. Users run the risk of not receiving electronic communications from 8pitch because their email address in their user profile is incorrect, out of date, blocked by their email service provider or because they are otherwise unable to receive electronic communications.
4. The communication channel between users and 8pitch consists of telephone, postal letter, SMS, e-mail and online contact forms, as well as online chats, in German unless a special communication channel is prescribed or necessary in individual cases. For various contractually relevant matters (e.g. change of access data and bank details, termination of contracts, inheritance, transfer of capital investments), only written communication in the form of a postal letter with a personal signature is permitted, as long as 8pitch does not explicitly provide other communication channels or digital processes via its platform.
5. The content of an investor communication must be free of doubt. This applies to all 8pitch_AGBs_ENG_122020.docx Page 6of 11 communications, in particular to orders placed by investors with 8pitch. Investors canno longer revokean orderto submit an offer to subscribe to a financial instrumentonce it has been received by8pitchLegal rights of revocation remain unaffected.
1. Issuers/offerors can use the 8pitch platform to inform interested investors about the respective financial instruments. The respective issuer/offeror is responsible for the content, accuracy and completeness of the information on the financial instrument. This also applies in particular if and to the extent that 8pitch provides information on financial instruments taken from the respective presentations, information or documents of the issuers/offerors, in particular any income reported or promised by the issuers/offerors or information on the expected development of the financial instruments.
2. There is a time limit for the acquisition of financial instruments, which is individual for each financial instrument. 8pitch reserves the right to change the time limit at any time. 8pitch also has the right to terminate the offer prematurely, particularly if the offer is fully placed. In the event of an over-placement, the first-come, first-served principle applies (i.e. consideration according tochronologicalorder, whereby only those investors are considered for whomthe contract is complete). If it comes to the case that a subscription amount exceeds the available volume of the financial instrument, the issuer can reduce the subscription amount according to the still available volume.
3. When making an investment decision, the user is fully responsible for obtaining information and checking it. Before subscribing to a financial instrument, users are obliged to carry out an intensive review of all documents, risks and other circumstances relating to the financial instrument, so that a decision to subscribe to a financial instrument is made solely and under their own responsibility. The offers on the platform are aimed solely at informed, self-determined users who have experience with financial instruments.
4. For the successful completion of a subscription to purchase a financial instrument, it is necessary that users complete all electronic form pages completely and truthfully during the subscription process on the platform and click on the "Invest Now" button on the overview at the end of the subscription process. In this way, the individual users submit an offer to purchase the respective financial instrument, which does not automatically lead to the conclusion of a contract. A contract for the purchase of the respective financial instrument is only concluded when (i.) the contract is complete, (ii.) the offerer, issuer or a third party commissioned by the offerer, issuer or third party accepts the subscription declaration of the users and (iii.) 8pitch sends a confirmation of the purchase to the respective users by e-mail.
5. The offeror, issuer or a third party commissioned by the offeror, issuer or third party has the right to accept the subscription declaration of the users in whole or in part, with the exception that the offer conditions of the respective financial instrument expressly stipulate otherwise.
6. Within the framework of the subscription process on the platform, details of the offer, subscription, conclusion of contract and other acquisition conditions and restrictions are shown in further contracts and contractual terms and conditions and confirmed by the respective users.
Insofar asthe financial instruments arecrypto-valuesmeaning of Section 1 (11) sentence 1 no. 10 of the German Banking Act (KWG), temporarily by FINSTOCK GmbH and later CONCEDUS will hold them in safekeeping under a separatecrypto-custody agreement.In this respect, 8pitch is only responsible for the technical presentation on the platform, but not forcryptosafety.
1. 8pitch strives to offer continuous and comprehensive availability of the platform within the framework of what is technically feasible and economically reasonable. However, 8pitch does not assume any guarantee for this. In particular, maintenance work, security and capacity reasons, technical conditions and events outside 8pitch's sphere of influence may lead to the platform being unavailable for a short or longer period.
2. 8pitch reserves the right to restrict the Platform, including the associated services, in whole or in part at any time and without prior notice. Reasons for this may, but need not, be capacity bottlenecks, the performance of maintenance/repair work and other technical measures. In the event of maintenance or repair work, the Users will be informed in an appropriate manner about the limited accessibility of the platform.
3. A limitation of the accessibility and use of the platform can also be triggered by the individual technical equipment of the users. It is the responsibility of the users to create the technical framework conditions to ensure that the platform can be accessed without restrictions. In order to use the platform, appropriate settings on the user's computer or cell phone may also be required, e.g. allowing the storage of cookies or updating the app to the latest version.
4. 8pitch is not liable for damages and other consequences that result or could result from limited availability or failure of availability of the platform.
1. When a financial instrument is purchased, payments are made to the respective issuer either through the intermediary of a payment service provider or by direct transfer of the investor to the respective issuer. 8pitch itself does not accept any payments for issuers. Further details on the processing of payments are set out in the contracts concluded by the individual users as part of the subscription process.
2. As part of its customer service, 8pitch receives information about the investor's account details. These are passed on by 8pitch to the payment service provider, which handles the interest and repayment, or to the issuer. The investor expressly instructs 8pitch to pass on the account data.
1. The user contract for the platform is concluded between 8pitch and the user for an indefinite contract period. The user agreement can be terminated by the user and 8pitch at any time with a notice period of 15 days to the end of the month.
2. The right to extraordinary termination for good cause remains unaffected for both parties. An extraordinary reason for termination shall also exist in particular if
3. Any notice of cancellation must be in text form. A notice of termination by e-mail to email@example.com is sufficient for this purpose.
4. Financial instruments acquired by the investor, contracts concluded with CONCEDUS and statutory recording and documentation obligations of 8pitch remain unaffected by a termination.
5. Followingordinary termination in accordance with Item 18pitch remains obliged and entitled toprovide investor supportfor thefinancial instruments subscribedby the respective investorsend of their term
1. The use of the platform is free of charge for visitors, users and investors.
2. For the structuring and brokerage of financial instruments, CONCEDUS receives performance- and sales-related fees (brokerage commissions) from the respective issuers. CONCEDUS and 8pitch have concluded an internal agreement on the distribution of the brokerage commissions. The actual fees are shown and announced in a suitable manner on the website or in the contractual documents of the respective issue (e.g. in the securities prospectus or securities information sheet). 8pitch will provide further details of the fees upon request by the investors. Other service agreements may also exist between 8pitch and the issuers.
3. Investors agree that both 8pitch and CONCEDUS will retain the brokerage commissions paid to them, as long as the acceptance of payments and/or remuneration has taken place within a legally permitted framework. Likewise, the individual investors agree that the brokerage commissions are to remain with 8pitch and/or CONCEDUS and, in deviation from the statutory provisions governing the management of the business in accordance with §§ 675, 667 of the German Civil Code (BGB), are not to be released to the investors.
4. 8pitch reserves the right to offer additional services in the future as well, with associated compensation and/or fees; this will be announced by 8pitch in each individual case in an appropriate manner on the website https://8pitch.com and may be stipulated in additional terms and conditions.
1. Within the scope of its business relationships, 8pitch processes in particular personal and/or company data of investors. In doing so, 8pitch complies with all provisions of German and European data protection law, in particular the Basic Data Protection Regulation (DSGVO), the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG).
2. Data is processed insofar as this is necessary for the establishment, implementation and termination of the contract between 8pitch and the investors (Art. 6 para. 1 lit. b DSGVO) or the fulfilment of legal obligations requires this (Art. 6 para. 1 lit. c DSGVO). The data processing required for this purpose includes, among other things, the transfer of data to the respective issuer, CONCEDUS and other service providers involved in the brokerage, subscription and investor support of the financial instrument, as well as data processing that serves in particular to make payments (e.g. interest distributions or repayments) to the investors and is required for the corresponding tax registrations or declarations (e.g. for capital gains tax, solidarity surcharge and, if applicable, church tax).
3. Investors can find further information and details on the processing of their data and data protection in a separate data protection declaration, which can be found at https://8pitch.com/static/privacy.
1. as long as the contents accessible to the investor in connection with the acquired capital investments as well as all information and documents which they receive in the course of acquiring, holding and managing as well as selling the capital investments are not in each case publicly accessible, they must be treated confidentially by the investor. This includes in particular all contractual documents with the issuer as well as all information and documents obtained in connection with the respective investment.
1. Any liability on the part of 8pitch is excluded, subject to any conflicting statutory provisions or subsequent regulations.
2. The liability of 8pitch is only possible for intentional or grossly negligent breaches of duty. Excepted from this is liability for injury to life, limb and health as well as essential contractual obligations (cardinal obligations), for which 8pitch is already liable in cases of simple negligence.
3. There is no liability on the part of 8pitch to the investors for the achievement of the tax, economic or legal objectives pursued by the investors in each case, and in particular not for the success of the respective financial instruments or compliance with forecasts made in connection with the respective financial instruments. 8pitch assumes no liability for the effectiveness of the contracts concluded for the acquisition of the financial instruments or for their economic success, the failure of payments, the risk of insolvency of the issuers or providers, or for the statements and information provided on the platform by issuers or providers.
4. The exclusions and limitations of liability set out above also apply to the benefit of 8pitch's employees, their respective vicarious agents and other third parties who assist 8pitch in the performance of the contract.
1. The financial instruments presented on the platform are associated with economic, legal and tax risks. Forecasts of future value developments may develop differently than expected and predicted, even with conservative estimates and calculations. The acquisition of financial instruments is associated with considerable risks and can lead to the partial or complete loss of the assets used (partial loss risk or total loss risk). Such financial instruments are only suitable for investors who can financially cope with a partial or total loss of the invested capital in the event of negative developments. The financial instruments are not suitable for investors who have a shortterm liquidity requirement. In particular, the financial instruments are not suitable for retirement provision.
2. 8pitch's brokerage activities may involve potential conflicts of interest between the interests of 8pitch, the respective issuer and the investors. In particular, due to its commission-based remuneration, 8pitch has an interest in the successful brokerage of financial instruments with the highest possible placement volume. Furthermore, potential conflicts of interest may arise in particular in connection with the following matters: any acquisition commissions from brokered financial instruments, any performance-related remuneration of members of the respective management and/or supervisory bodies or of employees, personal identity of members of the respective management and/or supervisory bodies or of shareholders. There is a risk that, due to conflicts of interest for or against their own interests on the one hand or the interests of the investors on the other hand, the respective persons may make decisions or take actions that may have a direct or indirect negative impact on the economic success of the respective investment.
1. Users may access, copy and save web pages and content from the 8pitch Platform for private purposes only. Use for commercial purposes is expressly prohibited. Copyright notices and brand names may not be changed or removed. Any actions beyond this require the prior written consent of 8pitch.
2. 8pitch and CONCEDUS do not adopt the contents of links to the websites of other providers as their own, unless this is done by explicit reference.
3. The creation of inline or hyperlinks from other websites to 8pitch websites or website content, in particular the integration or display of 8pitch websites or website content in a frame, is expressly prohibited without the prior written consent of 8pitch.
4. By placing content (in particular contributions or discussions) on the Platform, the User grants 8pitch a temporally and spatially unlimited, irrevocable and non-exclusive right of use to this content, for use in all media (e.g. print, mobile and online media), to store, reproduce, modify, translate, make accessible, forward, in whole or in part in any form (including future), and to grant these rights to third parties. This also applies beyond the end of the contract of use. The user shall only be entitled to have the contents he has posted deleted if there is an important reason for doing so.
1. 8pitch reserves the right to change the terms and conditions at any time and without giving reasons with effect for the future. The amended terms and conditions will be made available to users of the platform at https://dl.8pitch.com/file/8pitchAGB.zip.
2. Users will be notified of any changes within a reasonable time before the changes take effect. At the latest, however, users of the platform will receive the announcement of the amended GTC by e-mail two (2) months before they come into force, provided that an e-mail address is stored in each case.
3. If users of the platform do not object to the validity of the amended GTC within two (2) months after receipt of the notification of the amendment of these GTC, the amended GTC shall be deemed to have been accepted by them. 8pitch will inform the User in the notice of amendment about the significance of this deadline and the legal consequences of any silence.
1. These terms and conditions and the legal relationship between 8pitch and the visitors, users and investors are subject to the laws of the Federal Republic of Germany. The contractual and business language is German.
2. If the visitor, user or investor is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between visitors, users or investors and 8pitch is the registered office of 8pitch.
3. Should individual provisions of these GTC be or become void, ineffective or unenforceable, the validity of the remaining provisions of these GTC shall not be affected. In such a case, the parties are obliged to replace the invalid or unenforceable provision with a legally permissible provision that achieves the purpose of the invalid or unenforceable provision, in particular what the parties intended, with the closest possible approximation. The same shall apply accordingly if a gap requiring supplementation should arise during the implementation of the GTC.