General (user) Terms and Conditions The Sharing Group N.V. Membership
Section 1: General provisions
Account: the account you personally created with which you gain access to the Platform.
Terms and Conditions: these general (user) conditions of TSG, which apply to your Membership.
Label: a company of the TSG group; A current overview of the Labels can be found on our Website.
Member (you, your and yours): any natural person who – via a Label – creates an Account and thereby enters into a Membership with TSG. A natural person must be at least 18 years old and have legal capacity.
Membership: the agreement between TSG and the Member on the basis of which you may use the Platform and therefore the Components of the Membership without having to pay any compensation.
Parts of the Membership: all parts that TSG indicates are part of the content of a Membership.
Platform: the digital platform operated by TSG on which the Membership Parts are presented and can be purchased by you – under certain conditions.
TSG (we, us, our and ours): The Sharing Group N.V., located in (8218 NH) Lelystad at Albert Einsteinweg 4, registered in the trade register under number 27181496.
- Applicability of the General Terms and Conditions
2.1. These General Terms and Conditions apply to all Memberships and all obligations arising from and building on them.
2.2. TSG has the right to change or supplement these General Terms and Conditions at any time. Changes also apply to Memberships that have already been closed, subject to a period of 30 days after announcement of the change on the Website or by electronic notification. If you do not want to accept a change to these General Terms and Conditions, you can cancel your Membership.
2.3. In addition to these General Terms and Conditions, if expressly stated, additional general terms and conditions may apply to certain Parts of the Membership. To the extent that additional general terms and conditions deviate from one or more provisions of these General Terms and Conditions, the provisions of the additional general terms and conditions will prevail. In that case, the other provisions of the General Terms and Conditions remain in full force.
- Legal restrictions
3.1. On the basis of (local) legal restrictions and/or European or Dutch sanction lists, the Platform and – the Parts of – the Membership are not intended for natural and/or legal persons who live or are established in the following countries, among others: Afghanistan, Burma (Myanmar), Belarus and Yemen. We will publish a more current and complete list on our Website from time to time. This list is subject to change.
3.2. Every (potential) Member must check for himself whether the use of the Platform or – the Parts of – the Membership for the Member, as a person, is not subject to legal restrictions. TSG accepts no liability in this context.
4.1. Every (potential) Member must check for himself whether the use of the Platform or – the Parts of – the Membership for the Member, as a person, is not subject to legal restrictions. TSG accepts no liability in this context.
4.2. If you become a Label Member, your Label account will be linked to your (TSG) Account.
4.3. TSG always has the right, without stating reasons and without possibility of objection, to (temporarily) deny the Member access to the Platform and/or to (temporarily) block or delete the Account.
4.4. Only (the authorized signatory of) Member has access to the Platform through the Account. You are not permitted to grant others access to the Platform through your Account.
4.5. When you register on the Platform, we will inform you about these General Terms and Conditions. If you become a Label Member, the Label will inform you about these General Terms and Conditions. Entering into a Membership is only possible if you agree with the contents of these General Terms and Conditions.
4.6. The Membership is established upon completion and confirmation by us of the registration via the Account.
5.1. On the basis of the Membership, the Member is given access to the Parts of the Membership without having to pay any compensation. Special provisions may apply to the Parts of the Membership (see Part 2 of these General Terms and Conditions) or additional general terms and conditions, if and to the extent expressly indicated.
5.2. A Membership is concluded for an indefinite period. If a Member no longer uses Parts of the Membership (for example Sharepoints and Good Shares and/or bonds), a Membership can be canceled at any time by TSG or the Member without giving any reason. A notice period of 30 days must be taken into account. This period gives TSG the opportunity to investigate whether the Member actually no longer uses Parts of the Membership. You must cancel via your Account.
5.3. A Membership is personal and cannot be transferred to other people.
5.4. The Components of a Membership and the Membership itself may change or be terminated from time to time. TSG has the right to expand or limit or otherwise modify the content of a Membership at any time, or to terminate the Membership in accordance with the term stated in Article 5.2.
5.5. Changes to the Parts of a Membership and the Membership itself will be announced on the Website or by electronic notification to the Member no later than 30 days before they come into effect. If you do not agree with these changes, you can cancel the Membership in accordance with the provisions of Article 5.2.
5.6. The Member is fully responsible for the consequences of the use made of an Account and associated login name, password or (from time to time) other means of identification, even if a third party has gained unauthorized access to an Account. Furthermore, the Member is obliged to take effective (security) measures itself, such as keeping the password confidential and regularly changing the password or (from time to time) other means of identification.
5.7. If the Member – always at the sole discretion of TSG – acts contrary to these General Terms and Conditions, provides incomplete and/or incorrect information or otherwise acts unlawfully or unreasonably towards TSG, TSG is entitled to terminate the Membership with immediate effect, without TSG is obliged to pay any compensation and without prejudice to its other rights, including TSG’s right to full compensation.
5.8. Member will only use the Platform for lawful purposes. In the event of (suspected) criminal offenses or otherwise unlawful or unacceptable behavior, TSG will always report this to the competent authorities and will deny TSG Member access to the Platform, without TSG being obliged to pay any compensation and without prejudice to her further rights. The Member will refrain from any action and/or statement that would (could) harm the interests of TSG.
5.9. The Member is obliged to keep their data on the Platform correct and complete.
- Information and communication
6.1. TSG can inform Members via ‘Updates’ on the Platform about developments within the Labels and/or TSG, and by extension about the products and services of these Labels, but is not obliged to do so.
6.2. The content made available via the Platform is exclusive to the Member. The Member is therefore not permitted to share this content in any way or otherwise make it available to third parties without written permission from TSG.
6.3. You are responsible for ensuring that you read the communications we send you in a timely manner. We cannot be held responsible for communications that you read too late or may have missed because they ended up in your spam box.
6.4. TSG is authorized to email all correspondence intended for the Member to the email address provided by the Member. It is possible to register or unsubscribe from certain messages, but as long as you are a Member, this does not apply to relevant communications relating to the Platform and/or the Membership.
6.5. If we send you incomplete or incorrect information and let you know afterwards, no rights can be derived from this.
6.6. Do you want to communicate with TSG? This can be done in several ways: Contact.
7.2. The Member has the right to information about his/her stored data and the right to correct, block or have this data deleted, as referred to in the General Data Protection Regulation. To exercise these rights and for other questions, the Member can contact TSG via the following email address: email@example.com.
8.1. TSG is only liable to the Member for direct damage as a result of a shortcoming attributable to TSG in the performance of a Membership, unless there is intent or deliberate recklessness on the part of TSG.
8.2. TSG is liable (whether or not on the basis of a court judgment), only the damage against which TSG is insured and only up to the amount that our insurer pays out in the relevant case will be eligible for compensation. If TSG’s insurer does not pay out for whatever reason or if TSG is not insured for the damage in question, this liability is limited to a maximum of EUR 25.
8.3. Not eligible for reimbursement:
a. damage caused by acts or omissions of the Member in violation of these General Terms and Conditions;
b. damage as a direct result of incorrect, incomplete and/or defective information provided to TSG by or on behalf of the Member;
c. indirect damage, which for the purposes of this article includes all financial damage such as – but not limited to – consequential damage, damage due to delays and lost profits.
8.4. A series of related events causing damage count as one event/case of damage for the purposes of this article.
8.5. Subject to legal obligations for compensation, the Member indemnifies TSG against all claims from third parties due to damage caused by or in connection with services provided by TSG in the context of a Membership, insofar as TSG would not be liable to the Member for such damage.
8.6. The Member is fully responsible for his Account on the Platform and liable for all consequences and actions of anyone who has gained access to the Account through the Member. For example, the Member must use a secure password and prevent unauthorized third parties from gaining access to or using the Account.
- Intellectual property
9.1. All (intellectual and industrial) property rights that are the subject of, and/or arise from, and/or used in the fulfillment of the obligations under a Membership, including content created by or as a result of use of the Membership by a Member, are vested in TSG or its licensors. If these rights do not rest with TSG or its licensors, the Member is obliged to cooperate with the transfer of the relevant right to TSG upon first request.
9.2. The Member is never entitled to use TSG’s (intellectual and industrial) property rights without permission from TSG.
10.1. TSG will make every effort to adequately secure the Platform and take appropriate security measures in light of the state of the current technology, the sensitivity of the data and the costs involved in taking these security measures. In this context you must:
- change your password regularly;
- notify us immediately if you suspect that your information or Account has been compromised or accessed by an unauthorized person;
- never give sensitive information to third parties, even if it appears as if we are asking you for that information. For example, we will never simply ask you for your password.
10.2. The Member is not permitted to attempt to circumvent and/or disable the technical security measures of the Platform taken by TSG and/or to overload the Platform.
- Operation of Platform and Membership not guaranteed
11.1. TSG never guarantees the full, unrestricted and undisturbed operation of the Platform and therefore the Membership Components, whether or not as a result of external causes, such as but not limited to a cyber attack in any form or a disruption in internet traffic or any other cause.
12.1. Complaints in connection with the Membership must be submitted fully and clearly described to TSG within a reasonable time after the Member has discovered defects.
12.2. TSG strives to respond to complaints submitted within 14 days from the date of receipt by TSG. If a complaint requires a foreseeably longer processing time, TSG will respond within 14 days with an acknowledgment of receipt and an indication of when the Member can expect a more detailed response.
- Other general provisions
13.1. In the event of nullity or annulment by the Member of one or more provisions of these General Terms and Conditions, this will not affect the other provisions of these General Terms and Conditions.
13.2. The articles in these General Terms and Conditions that by their nature are intended to survive after the Membership has ended, will also remain in force after the termination of the Membership.
- Applicable law and competent court
14.1. Dutch law applies to all agreements concluded with TSG.
14.2. Except for provisions of mandatory law, all disputes between TSG and the Member will be settled exclusively by the Central Netherlands District Court, Lelystad location.
Part 2: Special provisions relating to Parts of the Membership
In addition to the special provisions of these General Terms and Conditions, (other) additional conditions may apply to certain Parts of the Membership. TSG and/or a Label always inform you in a timely manner about the applicability and content of additional conditions.
Part Sharepoints and Good Shares
- Additional definitions
Conversion: converting Sharepoints to Good Shares via the Account.
Sharepoints: the points that a Member can collect during one calendar year by participating in promotions of a Label and/or by purchasing certain services and products from a Label. The promotional and/or general terms and conditions of the relevant Label apply to these promotions, services and products.
Good Shares: certificates of shares in TSG, without meeting or voting rights, which are issued by STAK and can be obtained through Conversion of Sharepoints by the Member.
Member STAK: an Administratiekantoor Foundation that was established for TSG customer participation. More information about the Member STAK can be found on the TSG Website.
2.1. TSG does not provide its opinion, financing or investment advice in any way regarding all aspects of investment projects and investment proposals to Members. Nothing TSG notes can ever be construed as financing or investment advice. TSG therefore does not guarantee any benefit or (financial) result.
2.2. Member receives an overview of his Good Shares once a year. The Member is responsible for correct and timely notifications and payments to the tax authorities or other similar authorities.
3.1. Sharepoints can be collected in several ways. More information about this is stated on the Website and in the Member’s own environment.
3.2. Sharepoints have a limited validity. Sharepoints collected during a calendar year will expire permanently on April 1 of the following calendar year, regardless of whether a Member has taken advantage of a Conversion offer or not. From January a new period will start in which Sharepoints can be collected (for the Conversion of the following calendar year).
3.3. Sharepoints also expire permanently at the end of a Membership; If you become a Member again, you will start again with 0 Sharepoints.
- Good Shares: certificates of shares
4.1. Towards the end of a calendar year, but no later than the first quarter of the following calendar year, every Member may receive an offer for Conversion of the Sharepoints collected in a calendar year. An offer expires on March 31 of the following calendar year. It is solely at the discretion of TSG whether or not TSG makes such an offer to the Member.
4.2. If you accept an offer for Conversion, you will receive the number of Good Shares from the Member STAK stated in the offer for Conversion. If you do not accept this offer, it will expire.
4.3. In principle, the Good Shares cannot be traded on the Platform or on an exchange or other platform. Until the Good Shares become tradable, Good Shares cannot be exchanged for actual shares or money, sold or transferred to a third party. It is also not possible to purchase additional Good Shares. You can read more about this on our website.
4.4. Good Shares are not inheritable. Upon the death of a Member, any heirs of that Member are obliged to deliver the certificates to the Member STAK.
- Consequences for Good Shares termination of Membership
Your Good Shares do not expire at the end of your Membership. You keep them until they become tradable. We will send the annual overview, which you need to file your tax return at the beginning of each calendar year, to the last email address known to us. And of course we will continue to send other important communications to the same email address. It is therefore important that you inform us in a timely manner of a move or change of your email address.
1. Investment in Bonds
1.1. Members are entitled to participate in Bond issues of TSG as presented on the Platform. In principle, the Member may purchase up to EUR 50,000 in Bonds per transaction. TSG cannot guarantee the purchase of such bonds.
1.2. Unless expressly stated otherwise, you may purchase the bonds for yourself or on behalf of a legal entity. In the latter case, additional conditions may apply.
1.3. Before accepting an investment proposal, you are obliged to inform yourself about the rules and risks of the investment. Furthermore, you acknowledge that TSG has in no way provided advice on investment proposals on the Platform.
1.4. You make your own assessment of the content and information (including but not limited to prospectuses) made available and offered by TSG on the Platform. You declare that you have thoroughly investigated and take full responsibility for entering into investment agreements with TSG.
1.5. Amounts owed by Member to TSG should in principle be paid through iDeal.
1.6. Member fully indemnifies TSG against any form of liability for damages arising out of or in connection with entering into investment agreements with TSG.
1.7. TSG uses the services of Share Council in relation to the purchase process, the financial transaction, the issue, management and administration of the Bond(s) and related (transaction) documentation.