These Terms of Service constitute a legal agreement between you, as a user of our investment platform, my.arches.capital (from now on referred to as the “Platform”), and Coöperatie Arches Capital U.A., a cooperative registered in the Netherlands under company number 73021318, as the owner of the Platform. Throughout these Terms of Service, we will refer to you as “you”, and we will refer to Coöperatie Arches Capital U.A. as “we”, “us” or “Arches Capital”.
These Terms of Service set out the general terms governing your use of the Platform. They apply to you as you first use the Platform, and you are deemed to have agreed to be bound by them upon your first use of the Platform. If you do not wish to continue to be bound by these Terms of Service, please stop using the Platform.
2. Relationship to Other Agreements
During the course of your use of the Platform, you may choose to agree to be bound by certain other agreements: for example, if you wish to subscribe to an investment opportunity published on the Platform, you will need to be a member of Arches Capital (and as such have agreed to the relevant Membership Agreement) and you will need to agree to the relevant Investment Agreement. The Platform Agreements will continue to apply to you even after you have agreed to any other agreement.
3. Platform Registration
In registering on the Platform, you must first provide an email address and enter a password. Your email address and password are the methods used by us to identify you and so you must keep them secure at all times. You will update us via your account as soon as reasonably practicable if any of the information you provide to us changes.
You are responsible for all information and activity on the Platform by anyone using your username and password. Any breach of security, loss, theft or unauthorised use of an email address, username or password must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your account is not you or we suspect illegal or fraudulent activity or unauthorised use.
4. Investment Opportunities
Arches Capital is registered as AIFM (“Manager of Alternative Investment Fund”) and regulated in the Netherlands by the Dutch Authority for the Financial Markets (“AFM”) (registration number: 50023632) and the Dutch Central Bank (“DNB”). The services available on the Platform are only directed to investors resident in the Netherlands.
As AIFM, Arches Capital brings about deals in investments and makes arrangements with a view to transactions in investments without direct supervision of the AFM, license requirement or deal prospectus.
As part of the registration process you will be asked to categorise yourself as a self- certified “sophisticated investor”. Self-certification involves electronically signing a statement (provided to you on the Platform) that says you fall within the relevant definition. You may only self-certify if the contents of the relevant statement apply to you. If required by law or regulations of AFM or DNB, we may ask you to confirm any certification and/or ask for additional information from you from time to time.
The final determination as to whether or not an investment opportunity is appropriate and suitable for you and whether a particular investment opportunity is ultimately one you should pursue, is a decision you have sole responsibility for.
Assessing appropriateness is not the same as providing advice. No part of this Platform is intended to constitute investment or tax advice, and the Content of this Platform should not be relied upon when making any decisions or taking any action of any kind. We do not provide personal recommendations. Any investment decision you make is a result of your own decision and any separate, independent advice that you may have received. If you consider that you do not understand a particular product or what may happen to your investment, then you should consider seeking advice from your financial adviser. Your adviser may assess suitability – which is different from appropriateness and involves examining your financial position, attitude to risk and your overall investment portfolio.
The decision as to whether to authorise you to invest in a particular investment opportunity is entirely the Deal Provider’s/Manager’s, and notwithstanding the processes described above a Deal Provider/Manager may decide not to authorise you to invest. Please note that in accepting these Terms you are consenting to us sharing the information you have provided to us with the Deal Provider/Manager whose investment opportunity you have expressed an interest in.
You warrant to us that all information provided to us in the course of the registration process is true and accurate in all respects and you will update us at email@example.com as soon as reasonably practicable if any of the information you provide to us changes.
5. Use of the Platform
By accepting these Terms of Service you agree that you will not:
- Use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms of Service or act fraudulently or maliciously, for example, by using another User’s account, or by hacking into or inserting malicious code, including Viruses, or harmful data, into the Platform;
- Transmit any material that is defamatory, offensive or otherwise objectionable;
- Use the Platform in a way that could damage, disable, overburden, impair or compromise the security of the Platform or interfere with other users;
- Attempt to decipher any transmissions to or from the servers running the Platform;
- Perform any security testing of the Platform either manually or utilising any automated system;
- Copy any of the code within the Platform nor any concepts in the Content or Documents;
- Rent, lease, sub-license, loan, distribute, disclose, or otherwise commercially exploit the Platform or otherwise make it available in whole or in part to any third party;
- Make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, unless such alterations or modifications are carried out or approved, overseen and managed by the us; or
- Disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing.
6. Intellectual Property
The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Platform’s page layout, underlying code and software we refer to all of these as “Content”.
All of the Content is the sole property of Arches Capital, its affiliates or third parties with whom it undertakes business with, or the companies that are presented on the Platform through the deal offerings and this means that it is protected by Dutch and international intellectual property laws and other relevant laws. This means that you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Platform unless otherwise indicated on the Platform or unless given express written permission to do so by Arches Capital. For the avoidance of doubt, data mining or scraping the Platform without the express written permission of Arches Capital.
7. Links to Other Websites
This Platform may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of Arches Capital or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this Platform, that does not mean that we endorse that other website or in any way recommend that you should use it.
You need to be aware that:
- We make no warranty or representation (express or implied) that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate;
- We make no guarantee of any specific results from the use of the Platform;
- The Platform is provided “as is” and on an “as available” basis, and we give no warranty that it will be free of defects and / or faults;
- We accept no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship;
- To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Platform or any information contained in it, and you use the Platform and its Content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Platform;
- Users should be aware that they use the Platform and its Content at their own risk.
We have made every effort to ensure that these Terms of Service adhere with the relevant provisions of the applicable Dutch and, where applicable, international laws. However, in the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Terms of Service and shall not affect the validity and enforceability of the remaining Terms of Service. This clause on “Severability” shall apply only within jurisdictions where a particular term is illegal.
10. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these Terms of Service, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
From time to time we may update these Terms of Service to take account of changes in the law or for any other reason. If we update these Terms of Service, we will post a new version on the Platform, and as soon as you use the Platform after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
If you wish to communicate with us about anything related to these Terms of Service, you may do so by sending an email to firstname.lastname@example.org.
You can terminate your registration for the Platform at any time by notifying us at email@example.com. Terminating your registration for the Platform will not terminate your (optional) membership with Arches Capital. Terminating your membership with Arches Capital, may however terminate or suspend your registration for the Platform, exclude you from certain content or functionality on the Platform, or change the way the Platform presents, discloses or hides information.
We may suspend or terminate your registration for the Platform and your ability to use the Platform at any time for any reason, including but not limited to if:
- you breach these terms and conditions in any material respect;
- we suspect that you have committed fraud, been involved in money laundering or other illegal activities; and
- you use the Platform in any way that
- causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;
- for fraudulent purposes or in connection with a criminal offence;
- to send, use or reuse material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or any spam.
- you terminate your membership with Arches Capital
If you wish to make a complaint about Arches Capital, please send the details of your complaint to firstname.lastname@example.org. If we do not resolve the complaint to your satisfaction, you may have a right to complain directly to the financial ombudsman “Kifid” (https://www.kifid.nl).
15. Applicable Law
These Terms of Service, and the relationship between you and Arches Capital created by it, shall be solely governed by the laws of the Netherlands.
Any disputes arising from and/or related to and/or in connection with these Terms of Service, and the relationship between you and Arches Capital created by it, shall in the first instance be dealt with exclusively by the competent court in Amsterdam.