Terms & Conditions

In force as from 28. April 2020.

Welcome to spreds.pro, your personal digital asset manager!

The services offered to you through spreds.pro and its affiliated websites under the format nameoforganisation.spreds.pro (the “Website”) are offered by Spreds SA/NV, a Belgian société anonyme/naamloze vennootschap incorporated under Belgian law, registered with the Crossroads Bank for Enterprises (BCE/KBO) under the enterprise number VAT BE 0837.496.614, having its registered office at 1000 Brussels, 5 Place Sainte Gudule.

Spreds is an asset management-as-a-service platform for non-listed investments. If you are a member of, shareholder or otherwise have a stake in an organisation using Spreds’ services (the “Organisation”) or have received a mandate from one of the aforementioned categories, you might be directed to the Website.

These Terms & Conditions outline the rules governing:

We invite you to carefully read them before browsing the Website and using our services.

General functioning

This Website permits Organisations to automate financial and legal actions related to the management of non-listed assets. As such, the Organisation may invite you to participate in its general meeting and to consult documents, ask questions, receive answers and vote ahead of such general meeting through the Website.

Once you have created an account by abiding with the requested instructions (a.o. accepting the Terms & Conditions and providing the requested information), which will have the permissions set by the Organisation, you become a User.

Creating an account allows one to perform acts through its account on the Website (the “Actions”) and to have access to other functionalities of the Website reserved for Users.

The Users undertake to keep their usernames and passwords reserved for them strictly confidential (the “Confidential codes”) and in particular not to transmit them, divulge them or leave them accessible to third parties. It is forbidden for any User to access the pages reserved for another User by using Confidential codes of which he became aware by whatever means, and with or without the latter’s User’s knowledge, except in cases of specific power of attorney granted by that other User under his full and complete responsibility.

Spreds may -at the specific and explicit request of a User- access a User’s account to help the User in case of technical issues.

Proof

Users agree that all records made by Spreds of the data relating to User accounts and Actions on the Website and, in particular, access to the Website and to the accounts in Spreds’ information systems have the same probative force as an original signed document in paper unless proven otherwise.

Responsibilities and liability

The Users agree they will use the Website and the dedicated web spaces accessible through their account in a manner that will not cause, or reasonably would cause, any loss of reputation or damage to the Organisation or Spreds. The Users agree to follow both the Organisation and Spreds’ instructions with regards to use of the Website and their account(s).

Users undertake not to use the services or functionalities for which they do not have the rights or for which they do not accept the Terms & Conditions.

The Users state that they are perfectly aware of the fact that solely the Organisation verifies the identity of the person using the Confidential codes of a User to access the latter’s account and to perform Actions. Spreds has the right to presume that every Action on the account on the Website by means of Confidential codes of a User has been performed by that User or with his authorisation. Except for fraud or gross negligence by Spreds, the User alone shall bear all the harmful consequences, whether financial or otherwise, which result from the fraudulent or unauthorised use of his Confidential codes by a third party, whether a User or not.

In general, it is the Organisation’s responsibility to complete all legal and regulatory duties. The use of the Website is meant as a way to help the Organisation perform such duties, but it remains his sole and final responsibility to ensure that such duties are executed in a legally and regulatory compliant way.

Users are responsible for all the Actions they undertake on the Website, including decisions, questions, messages, etc. that they post on the Website using the functionalities of the Website, and of their contents. Spreds cannot be held responsible for the consequences of fraudulent, illicit, harmful or non-authorised use, of such questions and messages by the Organisations, Users or third parties.

Spreds shall act honestly, fairly and professionally as can be expected of any professional actor within its field. Spreds’ services are provided on a best effort basis.

Even if Spreds shall try at all times to make its Website available to Users in a continuous and uninterrupted way, Spreds cannot ensure that (i) the Website can satisfy all requests of the Users and (ii) that it will never be interrupted, that it will always be accessible and that it will not contain errors or omission.

Spreds reserves more especially the right to interrupt access to the Website and/or to certain of its functionalities at any time and without advance warning, for reasons of a technical nature, for maintenance or for any other reason, and particularly in order to prevent fraud, abusive use of the Website, etc.

Spreds is not liable towards Users for any damage that results, or will result, directly or indirectly from the use or provision of the Website, except if (and to the extent that) the damage is the direct result from the gross negligence or wilful default by Spreds in providing the services associated with the Website to the User.

Restriction of access to the Website

Spreds reserves the right to prohibit access to all or part of the Website to any User who violates the provisions of these Terms & Conditions, who uses the Website and the contents of the Website for illicit, fraudulent, unauthorised ends, or in a harmful manner or not in compliance with their objectives, or who could damage the name and reputation of Spreds, and this without prejudice to any other recourse or any request for indemnification.

Termination by a User

The contractual relationship pursuant these Terms & Conditions is for an indeterminate period of time. A User can, at any time and without expense, decide to put an end to his contractual relationship by terminating its account(s).

For more information as to how long your data is kept, we refer you to our Privacy Policy.

It is however understood that all information received from Users in the framework of general meetings of Organisations (such as questions and votes) will be kept permanently as part of the minutes of the general meetings.

Termination by Spreds

Spreds can decide unilaterally on the exclusion of a User for legitimate reasons, or in order to satisfy a legal obligation or injunction. In such a case, Spreds notifies the User about the termination of the relationship unilaterally and with immediate effect without an advance warning or any indemnity by e-mail.

Death of a User

In the event of the death of a User, the heirs and/or successors must inform the Organisation. Upon notification from the Organisation, Spreds will take the necessary actions.

Hyperlinks

Via hyperlinks, the Website allows access to websites of or operated by third parties. Spreds cannot in any case be held responsible for access to these websites of third parties by a User and cannot incur any liability with respect to the visit and the use of these websites with respect to the contents, products and services available on these websites or from these websites. Spreds can also not be considered as publishing or approving these websites or their contents. The rules applicable to the Website cease to apply once the User accessed such a third party website using hyperlinks available on the Website.

Modification of the Website and of the Terms & Conditions

Spreds reserves the right, without notifying or informing Users, to modify and update access to the Website at any time, as well as all or part of the contents of the Website, and in particular to delete, to update or to insert at any time information and/or functionalities on the Website. These modifications and updating of the Website apply to Users with immediate effect.

Spreds also reserves the right to amend the Terms & Conditions at any time. These modifications shall apply to Users with immediate effect from the posting online on the Website of these new Terms & Conditions. Any User not having terminated its account before the entry into force of the new Terms & Conditions will be assumed to have accepted these.

The updated version will be available via a hyperlink at the bottom of each page of the Website.

Duration

The Terms & Conditions are applicable for as long as the User holds one or more accounts on the Website.

Miscellaneous

It is understood that the provisions of the Terms & Conditions are severable. The invalidity or unenforceability of (part of) any one stipulation or clause of these Terms & Conditions shall not result in the invalidity or the unenforceability of the rest of that provision or of any other provision of these Terms & Conditions. It is agreed upon any such stipulation or clause will be replaced with a provision which is enforceable, and which is as similar in substance as possible to the unenforceable provision.

Prevention of conflicts of interest

Spreds undertakes to comply with the applicable legal rules regarding conflicts of interest.

Complaints/Technical issues

Any claim or complaint or technical issues by a User relating to browsing on the Website or by a User relating to fraudulent or non-authorised use of his account, must be addressed promptly to Spreds by e-mail to: info@spreds.com.

Applicable law and competent jurisdiction

All disputes arising out or in connection with these Terms and Conditions shall be governed by, and construed in accordance with, Belgian law.

Users irrevocably agree that the courts of Brussels (Frenchspeaking section) shall have exclusive jurisdiction to settle any disputes which might arise out of, or in connection with these Terms and Conditions.