General Terms and Conditions for Investors

BLOQWERKK DEUTSCHLAND INC. is a corporation under the laws of Florida USA and an independent branch of BLOQWERKK INC. registered in the commercial register of the AG Hof under number 6646.

For reasons of better readability, the language forms male, female and diverse (m/f/d) are not used simultaneously. All references to persons apply equally to all genders.

1. Scope and definitions

1.1 The following general terms and conditions (in short “GTC”) apply to any use of services, services as well as the ordinary visiting of a platform hosted and operated by BLOQWERRK INC. The platform operator is identified in the imprint.

1.2 Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if BLOQWERKK was aware of them; unless BLOQWERKK has expressly agreed to their application.

1.3 The subject matter of these GTC is the legal relationship between BLOQWERKK and users of the platform as well as between a potential investor and the respective project sponsors. The legal relationship between investors and project sponsors and the Issuer is established by the respective contracts concluded via the Platform. BLOQWERKK is only a party to the contracts between investors and project sponsors and/or the issuer to the extent that this is/will be regulated in the respective contracts.

1.4 The subject of these GTC is the legal relationship between BLOQWERKK, potential project sponsors and investors as considered in the respective contracts.

1.5 Definitions:
User: means any visitor to the Website or Platform and includes Investors.
BLOQWERKK: refers to BLOQWERKK DEUTSCHLAND INC. for crowd investing, tokenization and BLOQWERKK INC. for selling shares.
Issuer: A company or organization that issues investments via the platform.
Investors: Users of the platform who have acquired investments from an issuer via the platform.
Platform: means a publicly accessible internet-based electronic information system through which the possibility to purchase assessments is offered.
Platform Operator: means the company expressly identified as the operator on the Website in each case.
Project: means the (business) activity for which an issuer wishes to raise financing through the issuance of assessments.
Payment Service Provider: means a company which receives the Investment Amounts in order to provide payment services and, if the respective contractual requirements are met, forwards them to the respective bank account of the Issuer or credits the Wallet of Investors.
Wallet or User Account: means an electronic service provided by a Payment Service Provider, which enables the storage and management of Assets, and can be managed through a Platform Interface.

2. Registration and current information

2.1 The platform is only fully available to registered users. Only registered and/or logged-in users have the possibility to purchase investments, to view the password protected document area and to receive complete documents for the purchase decision.

2.2 To the extent and insofar as users register, log in or request documents on the platform, they expressly warrant that
(a) their statements are true and complete;
(b) if he or she is a natural person, he or she is at least 18 years of age;
(c) the person carrying out the registration, if the user is a legal entity, is legally authorized to represent it.

2.3 Natural persons must have unlimited legal capacity to use the platform. Legal entities can be registered by persons authorized to represent them.

2.4 The registration takes place in several steps. (1) The specification of the title, a first and last name and a valid e-mail address (2) the user is sent – depending on the offer – a link via e-mail for verification, which serves to confirm receipt of the e-mail and the GTC. This also confirms that deliveries to the specified e-mail address are possible; (3) upon receipt of the confirmation by the platform, a contract of use is concluded between BLOQWERKK and the user in accordance with these General Terms and Conditions and further data and information required for the unrestricted use of the platform can be provided. This is required in any case before assessments can be acquired through these channels.

2.5 The User shall provide accurate and up-to-date information to ensure compliance with investor protection provisions. In case of incorrect information, investor protection provisions cannot be adequately complied with. BLOWERKK reserves the right to exclude the User from any use of the platform in case of incorrect information.

2.6 Any access data must be stored carefully by the user. Users expressly acknowledge that the loss of access data, easy passwords or careless handling of the possibly necessary access data (e.g. frequent use of the same password) may lead to damage (e.g. lack of access to investments, deliberate damage by third parties etc….).

3. User account, wallet, no interest, payment service provider order, wallet cost and legal relationship.

3.1 By completing the registration process, the User instructs BLOQWERKK to apply for a user account and/or wallet with the payment service provider on his behalf. The user’s personal data will be made available to the payment service provider in accordance with the privacy policy. These can be viewed at the respective payment provider. When activating the user account, it may be necessary to accept the terms and conditions of the payment service provider.

3.2 The full functionality of the User Account or Wallet is available to the User after successful completion of the KYC process. This KYC process may require the upload of a valid identification document, the performance of video identification, the upload of register statements, the disclosure of bank details including proof of banking. The disclosure of data in connection with the user account takes place in accordance with the privacy policy of the respective provider. These can be viewed at any time at the provider.

3.3 The costs of maintaining the User Account and/or Wallets shall be borne by BLOQWERKK and charged to the User within the general fee.

3.4 BLOQWERKK does not provide payment services. The contract for payment services is concluded directly between the payment service provider and the User in the course of the respective process. The User account and/or Wallet is managed by the Provider or BLOQWERKK, depending on the type of investment. Any contractual liability of BLOQWERKK arising from and in connection with the provision of payment services by third parties is excluded.

3.5 Deposit Insurance: the invested funds are not subject to the European and/or German deposit insurance. Funds credited to the Wallet are subject to the terms and conditions of the provider, if applicable. Information on deposit protection can be found in the terms and conditions of the payment service provider, if applicable.

4. Public offerings, exclusion of investors

4.1 Offers which are published shall be made in accordance with the addressees of the Offer as specified in the Offer or Distribution. The respective Offer shall not take place outside the group of addressees determined by the Issuer. The group of addressees shall be determined by the Issuer and agreed with the Sales Department.

4.2 In no case are offers on platforms directed at persons who are US citizens or other persons who are subject to corporate income tax or income tax in the USA or a state of the USA or territory of the USA.

4.3 The content and information presented on the Platform are not intended for transfer to the USA, Canada, Australia, Japan or jurisdictions of other countries not provided for in the Public Offer.

5. Risk information participatory subordinated loans, no investment advice, no advice

5.1 Offers and investments presented on the platform are associated with economic, legal and tax risks. The acquisition of an investment is associated with considerable risks and may lead to the complete loss of the invested assets. The promised return is not guaranteed and may not occur.

5.2 Insofar as investments in the form of subordinated Participatory Subordinated Loans are offered via the Issuer Platform, the repayment of the loan and interest payments of the Issuer to investors shall be subordinated to claims of third parties (creditors) of the Issuer. This means that investors cannot assert their claims arising from and in connection with the Participatory Subordinated Loan if and to the extent that the Issuer reports negative equity or if asserting such claims would constitute grounds for opening insolvency proceedings and that insolvency proceedings do not need to be opened on account of these liabilities of the Issuer. Moreover, in the event of liquidation, investors may only request satisfaction after all creditors.

5.3 Investors should only invest money whose full loss can be borne economically. In addition, investors should have sufficient experience and competence to understand the risks of the specific investment.

5.4 BLOQWERKK does not provide any investment advice, in particular any advice dealing with economic, tax or legal risks. Neither a binding information nor a consulting relationship is established.
5.5 The information provided on the platform originates from the Issuer. The Issuer is always responsible for the accuracy, completeness and comprehensibility of the information and documents.

6. Investment procedure, investment process, binding effect of the offer

6.1 Via the Platform, BLOQWERKK offers Users, among other things, the opportunity to digitally acquire investments and bonds as well as shares.

6.2 BLOQWERKK presents public offers on the Platform based on a call for investment offers. The investment process takes place in several steps and requires the registration of the User. By specifying the investment amount and the User’s actuation, the investment process begins. The user has to confirm again the correctness of his data and to confirm within the investment process that the information about the public offer, risk information and especially the risk of total loss are understood. By confirming the intention to invest, the user submits an offer to conclude the investment, which the issuer may accept until the end of the offer period. The investor is bound by this offer until the end of the offer period, unless the right of withdrawal or rescission applies.

6.3 Confirmation of the GTC: By confirming the investment process, the User agrees to the applicability of these GTC.

6.4 The Users acknowledge that the specific investment opportunity is governed by the respective provisions of the Project or the target market provisions in the Project Documents.

6.5 The acquisition of assessments requires registration, request for documents and, if applicable, KYC verification by the platform.

7. Brokerage commission and payment, terms of payment

7.1 The registration on the platform as well as the use of the platform is free of charge for users.

7.2 The providers have agreed on a commission from the raised capital for intermediaries.

7.3 BLOQWERKK shall pay the commission directly and shall have no claim against the investors. The investor expressly agrees to this.

7.4 BLOQWERKK has the right to dispose of the acquired investments in accordance with the respective contractual regulations.

7.5 BLOQWERKK makes payments to the Users within the investment process to the Wallet or Account.

8. Information on the statutory right of withdrawal, termination

8.1 If the investor is a consumer, he may withdraw from the contract with the Issuer and his contractual declaration within 14 days. The withdrawal period begins on the day of the conclusion of the contract. If the investor has received the terms and conditions of the contract only after the conclusion of the contract, the period shall commence upon receipt thereof.

8.2 Termination: The User may terminate the entire business relationship, in accordance with the respective individual contractual provisions, unless deviating conditions have been expressly agreed. The User’s account on the Platform shall be deactivated in the event of termination. If the account is deactivated, the user will not have access to investments made via the platform, which is why all documents will be available via secure access in the context of the termination. This is without prejudice to statutory retention obligations.

8.4 Termination by BLOQWERKK: The business relationship with the User may be terminated at any time within a period of two weeks, provided that the contractual provisions of the investment made permit this. Extraordinary termination, if necessary, without notice, can occur if the user makes or has made false statements, violates the respective user conditions or also in the case of deceptive acts by the user.

9. Liability

9.1 BLOQWERKK provides access to the Platform if and to the extent that the User complies with the User Conditions and is not responsible for an upright and high-performance Internet connection at all times.

9.2 Content presented on the platform does not claim to be complete, correct and up-to-date. Only the contract concluded in each case is binding.

9.4 BLOQWERKK is not liable for an investment success that the investor expects within the scope of the investment. In particular, BLOQWERKK is not liable for damages incurred by the investor through the acquisition of investments via the platform, unless BLOQWERKK is responsible for such damages. However, the exclusion of liability does not apply to damages caused intentionally or by gross negligence.

10. Final Provisions, Place of Jurisdiction, Applicable Law

10.1 German and European law shall apply to the contractual relationship between BLOQWERKK and the Users unless mandatory consumer regulations provide more extensive consumer protection. In such a case, the norm that is more favorable for the consumer shall apply.

10.2 The exclusive place of jurisdiction is Naples Florida USA if this can be agreed. Otherwise, the general place of jurisdiction of the consumer shall apply.

10.3 Should individually provisions of these terms and conditions be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the remaining provisions of these terms and conditions shall remain unaffected.

Cancellation policy

Right of withdrawal
The investor may revoke his contractual declaration within 14 days without stating reasons by means of a clear declaration. The period begins after conclusion of the contract and after the investor has received the contractual provisions including the General Terms and Conditions as well as all information listed below under section 2 on a durable data medium (e.g. letter. fax, e-mail, token). To comply with the revocation period, it is sufficient to send the revocation in due time if the declaration is made on a durable data carrier. The revocation is to be addressed to:

BLOQWERKK DEUTSCHLAND INC., registered in the Hof Commercial Register HRB 6646 with its branch office in Industrieallee 6, D-95615 Marktredwitz, Germany

Information required for the start of the withdrawal period:

The identity of the entrepreneur, also the public business register in which the legal entity is registered as well as the corresponding register number or equivalent identifier.

1. the main business activity of the entrepreneur and the supervisory authority responsible for its authorization,

2. the identity of the representative of the entrepreneur in the Member State of the European Union where the consumer is domiciled, if there is such a representative, or of a person acting in a commercial capacity other than the entrepreneur, if the consumer has business dealings with that person and the capacity in which that person acts vis-à-vis the consumer.

3. Address

a) the summonable address of the entrepreneur and any other address relevant for the business relationship between the entrepreneur and the consumer, in the case of legal persons, associations of persons or groups of persons also the name of the authorized representative,

b) any other address relevant for the business relationship between the consumer and a representative of the entrepreneur or a person acting in a commercial capacity other than the entrepreneur, if the consumer has business dealings with this person, in the case of legal persons, associations of persons or groups of persons also the name of the authorized representative,

4. the essential characteristics of the service and information on how the contract is concluded,

5. the value of the service, including all related price components, as well as all taxes paid via the entrepreneur, or if no exact price can be stated, its basis of calculation, which enables the consumer to verify the price,

6. additional costs, if any, as well as an indication of possible further taxes or costs not paid by the entrepreneur or invoiced by him,

7. the indication that the financial service relates to financial instruments which, due to their specific characteristics or the operations to be carried out, are subject to specific risks or whose price is subject to fluctuations on the financial market over which the entrepreneur has no control, and that returns generated in the past are not an indicator of future returns,

8. a time limit on the period of validity of the information provided, for example, the period of validity of limited offers, especially with regard to the price,

9. details regarding payment and fulfillment,

10. any specific additional costs to be borne by the consumer for the use of the means of distance communication, if such additional costs are charged by the entrepreneur,

11. the existence or non-existence of a right of withdrawal as well as the conditions, details of the exercise, in particular the name and address of the person to whom the withdrawal is to be declared, and the legal consequences of the withdrawal, including information on the amount which the consumer must pay for the service provided in the event of withdrawal, insofar as he is obliged to pay compensation for lost value (underlying provision of the BGB),

12. the minimum term of the contract if it involves a permanent or regularly recurring service,

13. the contractual terms of termination, including any contractual penalties,

14. the Member States of the European Union whose law the Entrepreneur uses as a basis for establishing relations with the Consumer before concluding the Contract,

15. a contractual clause on the law applicable to the contract or on the competent court,

16. the languages in which the contractual terms and conditions and the prior information referred to in this withdrawal notice are communicated, as well as the languages in which the trader undertakes to communicate, with the consumer’s consent, during the term of this contract:
17. the indication whether the consumer can use an out-of-court complaint and redress procedure to which the entrepreneur is subject and, if so, its access requirements,

18. the existence of a guarantee fund or other compensation schemes that are neither covered by the deposit guarantee schemes established in accordance with Directive 2014149/EU of the European Parliament and of the Council of 16 April 2014 on deposit-guarantee schemes (OJ. L 173, 12.6.2014, p. 149; L 212, 18.7.2014, p. 47; L 309, 30.10.2014, p. 37) nor under investor compensation schemes established pursuant to Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor compensation schemes (OJ L 84, 26.3.1997, p. 22).

Consequences of revocation
In the event of an effective revocation, the services received by both parties shall be returned. The investor shall be obligated to pay compensation for the value of the service provided up to the time of revocation if the investor was made aware of this legal consequence before submitting his contractual declaration and expressly agreed that the performance of the service in return could be commenced before the end of the revocation period. If there is an obligation to pay compensation for lost value, this may mean that the investor must nevertheless fulfill the contractual payment obligations for the period until the revocation. The investor’s right of revocation shall expire prematurely if the contract has been performed in full by both parties at the investor’s express request before the investor has exercised his right of revocation.

(Version: 08/2023)