Terms & Conditions
HEREAFTER; The Bridge App SRL to be known as ‘Bridge’:
(1)You, as a Bridge member.
This Agreement sets out the terms of the relationship between Bridge and you, as a Bridge member. Some of the provisions (paragraphs 1 through 5 and 22 through 34) apply to all Bridge members, others (paragraphs 6 through 15) apply only to Bridge members to the extent that they act as investors, and others (paragraphs 16 through 20) apply only to Bridge members to the extent that they act as entrepreneurs. You should read these terms carefully before agreeing to them, and we strongly advise you to keep a printed or electronically stored copy of this Agreement for your future reference. Please contact email@example.com if you have any questions about this Agreement.
2 This Agreement
2.1 Status. This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership of Bridge and use of the platform. In executing this Agreement, you are indicating that you agree to adhere to and be bound by, all of its terms.
2.2 Amendments. We may amend this Agreement from time to time, for example, to make it easier to understand, to comply with legal or regulatory requirements, keep up with industry developments, reflect changes to our business, products, or services, or in respect of matters that do not affect your substantive rights. If we make a change that affects any of your
2.3 substantive rights, we will notify you of the amendment or amendments at least 10 working days before they take effect with respect to you. Such notification may occur by email, by notice to you when you log onto the platform or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection will be deemed to constitute your notice of termination of your Bridge membership.
3 Eligibility for Membership
3.1 Joining. In order to join Bridge as a member, you must be either (a) a natural person who is 18 years of age or over (which we refer to as an "individual member"), (b) a legal person, including a limited company, a limited partnership, a limited liability partnership, or other forms of legal entity (which we refer to as a "corporate member"), (c) a partnership or unincorporated association, including a fund that is not structured as a legal person (which we refer to as an "unincorporated member") or (d) a department, executive agency or non-departmental public body of a national, regional, local or supra-national government (which we refer to as a "government member"). In executing this Agreement, you warrant to us that you meet the criteria of an individual member, a corporate member, an unincorporated member, or a government member and that you are not subject to the laws of any territory which would make your participation in the platform unlawful.
.3.2 Ceasing to Be Eligible. You must inform us as soon as reasonably practicable if you cease to be eligible to be a member. If you inform us, or if we otherwise discover, that you have ceased to be eligible as a member, your Bridge membership will be suspended in accordance with paragraph 22.3. If you later become eligible to be a member again and inform us of this, your Bridge membership may be reinstated at our discretion.
3.3 One Membership Only. You may only become a member of Bridge once. You may not attempt to create multiple memberships for yourself by using different email addresses or other identifying information. If you attempt to do so, your membership may be terminated.
3.4 Agents. If you are a corporate member, an unincorporated member or a government member, you must designate at least one natural person to take actions on your behalf. We refer to this person as your "Agent". Your Agent is the person who provided his or her name as your appointed representative in the joining form on the platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an individual member (except to the extent that he or she joins separately as such) and only has rights and obligations under this Agreement to the extent that he or she is, or purports to be, acting for you. Throughout this Agreement, any reference to "you" which relates to taking a particular action through the platform or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to "you" shall be read as a reference to you as a corporate member, an unincorporated member or a government member.
4 Our Relationship With You
4.1 Member. Upon execution of this Agreement, you will become a Bridge member, and you will remain a Bridge member until and unless your membership is terminated or suspended in accordance with paragraph 22. Our obligations to you as a Bridge member are as set forth in this Agreement and other Platform Agreements.
4.2 No Advice. We do not provide advice or recommendations with respect to any aspect of transactions conducted through the platform, other than advice on the technical use of the platform. This means, among other things, that we cannot give you any investment, legal, taxation, or other advice in connection with your membership or any investments you make through the platform, and nothing on the platform or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, taxation, or other advisors.
5 The Platform
5.1 Role. Your interactions with us and with other Bridge members will take place almost entirely through the platform. If you act as an entrepreneur, you will use the platform both for the process of seeking capital and for keeping your investors informed following completion of an investment. If you act as an investor, you will use the platform to source investments, and to follow the progress of your investments after they have been completed. In addition, most communications between us and you, and between you and other Bridge members, will take via email, not through the platform.
5.2 Access. Access to the Bridge platform is performed using your login name and password. These details may be a username and password pair, set up by you. Your Bridge membership is personal to you and is not transferable. In the event you do, you will be fully responsible for all actions on the platform by the person or device to whom you permitted to access and by any other person or device to whom that person or device permitted to access, and we will not be liable to you for any losses, damages or costs.
5.3 Profile. At some stage, after you log onto the platform, you will be asked to complete a profile. The information you provide in your profile is the basis on which we identify you for purposes of communicating with you, fulfill any reporting obligations that we have to any regulatory or governmental authorities, and conduct any anti-money laundering or other checks we run on you, which you may change at any time. To the extent that you choose to make your profile "public" for certain purposes, it will also be the basis on which other Bridge members identify you. You must complete the profile truthfully, and you must keep the information in your profile up to date.
5.4 Content. You are solely responsible for any content you post on the platform, including your profile, information about a business for which you are seeking capital, information posted in connection with a post-investment process and any other information you post. You may not post, transmit or share information on the platform that you do not own or have permission to display, publish or post.
5.5 Neither we nor other Bridge members shall be liable for your content, and you agree to compensate us and other Bridge members for any loss, damages or costs arising from or in connection with any content you post on the platform.
Provisions Applicable Solely To Entrepreneurs
6.1 No Restriction on Entrepreneurs. Unlike acting as an investor, there is no authorization process to act as an entrepreneur on the platform. All individual members (but not corporate members, unincorporated members or government members) are eligible to seek capital through the platform for a business, subject to other provisions of this Agreement.
6.2 Eligibility of Businesses. Although any Bridge member may act as an entrepreneur, you may only seek capital for a business that we deem eligible. The determination as to whether a business is eligible to seek capital through the platform is ours and ours alone, and we may determine that a business is not eligible for any reason or no reason. We are not required to communicate the reason for any such determination to you.
7 Campaign Process
7.1 Creating a Campaign. In order to seek capital for a business using the platform, you will need to follow the process set forth in the relevant section of the platform. This process requires you to provide answers to a series of questions about your business, along with evidence to support certain of those answers, and it also allows you to upload certain video and other files if you. You will also be able to establish how much capital you are seeking for the business, and what percentage of the business's equity you are offering in exchange for that capital.
7.2 Lead Entrepreneur and Team. When you create a campaign for a business as described in paragraph 17.1, you will be designated the "lead entrepreneur" with respect to that business. This means, among other things, that you will be the main contact person with respect to the campaign, you will be the signatory, and you will be required to disclose certain information about yourself as part of the campaign process.
7.3 Our Review and Approval. The purpose of this review is to ensure the business meets the eligibility criteria, as well as to allow us to conclude that the campaign is "fair, clear and not misleading" for the purposes of the FCA Rules (and therefore be able to approve it as a financial promotion) We may ask you to make modifications to the campaign or to submit additional evidence, and we may decide to not approve the campaign for any reason or no reason, and we are not required to communicate the reason for such decision to you.
7.4 Investment Process. If we approve a campaign investors will be able to review the campaign and make an inquiry. The investor will then be introduced directly to the investor via email. The Bridge will assign an account manager to help assist through this process right through to the closing of the investment.
7.5 Multiple Campaigns. You may create a campaign for more than one business, and you may have multiple campaigns active at one time. In order to create an additional campaign, you will need to repeat the process of sign up from the start.
8 Post-Investment Process (Entrepreneurs)
Once you have created a campaign, it will be available to you in the "Your Profile" section of the platform, and you will be able to see information about the investment that has been committed to the business through the platform. If the investment is completed, it will
continue to be listed in the "Your Campaigns" section, and through that section, you will be able to provide information and conduct certain activities on behalf of the business.
9 Our Fees (Entrepreneurs)
9.1 Fees We Charge You. There are no applicable fees in order to become a member of The Bridge App. This situation might change starting with 27.02.2021 but members already enrolled on The Bridge App will not have to pay a membership for 6 months starting from the mentioned date, and they will be notified by email with regards to any changes made on the app and Terms and Conditions.
Provisions Applicable To All Members
10 Termination of Membership
10.1 Termination By You. If you no longer wish to be a Bridge member, you may terminate your membership at any time by notifying us.
10.2 Termination By Us. We may terminate your Bridge membership immediately and will inform you of the termination immediately, if:
You have broken the terms of this Agreement in a serious or persistent way and you have not rectified the matter within a reasonable time of Bridge requesting you to do so;
You have broken or attempted to break the law, or put Bridge in a position where we might break the law;
You are using the Platform in a way that is harmful to Bridge, such as causing harm to our Platform or our reputation;
You have given us false information;
You have been abusive to anyone at Bridge or another Bridge member; or
If we are required do so under any law, regulation, or by a governmental or regulatory authority. We may also terminate your Bridge membership for other reasons by providing at least two weeks’ notice beforehand.
10.3 Suspension. If you send us information that states or leads us to believe that you are no longer eligible to be a Bridge member, we may suspend your Bridge membership until we determine that you are again eligible to be a Bridge member.
10.4 Consequences of Termination or Suspension. If your Bridge membership is terminated, you will no longer be able to use the platform. Any introductions to investors that result in investment into your project will still be applicable to our success fee even after termination of the agreement.
10.5 Death. If we receive proof of your death that is satisfactory to us, we will terminate your Bridge membership.
11 Termination of Platform Access and Agreement
11.1 Termination of Agreement. Upon termination of your access to the platform pursuant to paragraph 23.1 or 23.2, this Agreement shall terminate, and neither you nor we shall continue to be bound by its provisions other than those provisions that survive termination pursuant to paragraph 3.7.
12 Communications and Information
12.1 Information on the Platform. In addition to the information set forth in each campaign, we may provide on the platform information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". None of the additional information, including information about historical returns and content in newsfeeds, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date or error-free, and we will not be liable to you for any loss, damages, or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
12.2 Communications About Platform Activity. From time to time we may send you emails with information about activity on the platform, including new campaigns and the progress of existing ones. Any emails we send you about activity on the platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, campaigns or investments, our business, this Agreement or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.
13.1 Initial Complaint. If you have a complaint with respect to any aspect of the platform, you should report it to us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which your Bridge membership is registered to firstname.lastname@example.org. We will send an initial response to your email within no more than three working days after we receive it, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. If we are investigating the matter further, we will provide you with a final response by no later than eight weeks after we receive your email. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your Bridge membership is registered.
13.2 Financial Ombudsman Service. If you make a complaint and we do not resolve it to your satisfaction, you may have a right under FCA Rules to complain directly to the Financial Ombudsman Service. Their address is South Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at http://www.financial-ombudsman.org.uk. 13.3 European Commission's Online Dispute Resolution Platform. You may also be able to make a complaint through the European Commission's Online Dispute Resolution (ODR) platform. Further information can be obtained from their website, which is http://ec.europa.eu/consumers/odr.
14.1 Period of Retention. In accordance with legal and regulatory requirements, we will retain the records relevant to your Bridge membership and any activity you conducted on the platform for a minimum period of six years following the termination of your access to the platform. This period may be extended by force of law, regulatory requirement or by the mutual consent of you and us.
14.2 Conclusive Evidence. The records kept in the platform shall be conclusive evidence of the facts and matters they purport to record.
15 Conflicts of Interest
We do our best to ensure that our interests do not conflict with yours, and we have deliberately designed our fee structure so that we only make money when you succeed in raising capital (if you are acting as an entrepreneur) or profiting from an investment (if you are acting as an investor). Nevertheless, as a platform provider, we are not your representative or agent, and at times our interests may conflict with yours.
16.1 Your Liability to Us. You shall be liable to us for any loss or damage suffered by us as a result of any breach of this Agreement or any other agreement that you enter into with us, or of any use of the platform that is fraudulent or represents wilful misconduct.
16.2 Our Liability to You. We shall be liable to you only for any loss or damage which you may suffer as a result of being a Bridge member or using the platform to the extent that such loss or damage directly arises from our material breach of this Agreement or was the direct result of willful default or fraud by us.
17 General Terms
17.1 No Partnership or Agency. This Agreement shall not be construed so as to create a partnership or joint venture between you and us. Nothing in this Agreement shall be construed so as to constitute you and us as agents of one another.
17.2 No Waiver. No failure or delay by you or us in exercising any of our rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
17.3 Severability. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
17.4 Entire Agreement. This Agreement contains the entire agreement between you and us and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set forth herein. Any and all agreements made in connection with this Agreement shall be made in the English language. You and we acknowledge that, in entering into this Agreement, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement, or other provision except as expressly provided in this Agreement. Without limiting the generality of the foregoing, you shall not have any remedy for innocent or negligent misrepresentation based on any statement made by us in this Agreement, and your only remedy is for breach of contract. However, nothing in this Agreement shall exclude liability for any fraudulent statement or act. This Agreement will be filed by Bridge and is accessible via the Profile settings tab on the platform.
17.5 Further Assurances. You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
17.6 Costs. Your and our costs and expenses (including professional, legal, and accountancy expenses) of the preparation, negotiation, and execution of this Agreement and any associated documentation shall be borne by you and us respectively.
17.7 Survival. All disclaimers, agreements about liability for losses and/or expenses, and exclusions in this Agreement shall survive termination of the Agreement for any reason, as shall any other provisions of this Agreement that by their nature are intended to survive such termination.
17.8 Force Majeure. We shall not be in breach of this Agreement if there is, and shall not be liable or have the responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption, or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labor disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
17.9 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.
17.10 Third Party Rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.
17.11 Execution. This Agreement shall be deemed duly executed and shall become effective and binding upon you and us when you affirm assent to it via the means provided on the platform.
18.1 Notices From You to Us. Any notice from you to us in respect of this Agreement, your Bridge membership or your activities on the Platform shall be given by email to email@example.com, except where this Agreement or another Platform Agreement that you execute sets forth alternate means by which you must give us notice. 18.2 Notices From Us to You. Any notice from us to you in respect of this Agreement, your Bridge membership or your activities on the platform may be given either through the platform, by email to the address set forth in your profile or by post or courier to the physical address set forth in your profile. 18.3 Language of Notices. All notices given under this Agreement shall be in the English language.