Terms and conditions for Pepins members

  1. General
    1. These Terms and Conditions determine the relationship between you and Pepins Group AB (Pepins) and the use of Pepins website www.pepins.com. The terms include information which every member should acknowledge.
    2. Your use of Pepins product, software, services and web sites (referred to collectively as the “Services” in this document) is subject to the acceptance of this Terms and Conditions. We recommend that you keep a copy of these Terms & Conditions for future reference.
    3. The purpose of the Services is to maintain a service, where the targets companies can find investors and, on the other hand, investors can find target companies.
    4. Members at Pepins acquire the opportunity to invest in a different type of companies.
    5. The investments in share issues which are presented at pepins.com are normally made in a Special Purpose Vehicle (SPV) constructed for every particular issue. The SPV’s only purpose is to own and manage the shares in the underlying operating company. The shares issued from the operating company are usually liquidation preference shares.
    6. You can trade in shares admitted on Pepins stock exchange. Buy and sell orders are binding and investors are obliged to follow instructions in settlement notes that are posted after each transaction. When approving these terms, you also agree to the trade rules for Pepins various list.
  2. Pepins member
    1. To become a member, it is necessary to be at least 18 years old and have legal capacity. If you are under the age of 18, it is possible to become a member, but it is required that all guardians approve this and that they will have access to all information on the member account.
    2. Identification is done in connection with the registration of member account at pepins.com. It is possible to identify yourself through BankID, mobile BankID or through a certified copy of passport or other ID document.
    3. In the event that you represent a legal entity, you must be at least 18 years of age and you must be authorized signatory or have the authority to bind the legal entity under these terms and conditions.
    4. For prospective members outside Sweden within the EU/EEA, the following documents must be submitted for registration to be approved:
      1. a certified copy of a passport.
      2. a certified copy of an official document (in English) that confirms the home address. The company may be an electricity bill, a fixed telephone bill or a salary specification.
      3. a TIN (Tax Identification Number or Social Security Number) given that it exists.
      4. a completed know-your-customer form which can be downloaded from pepins.com.
      5. a form regarding PEP (Politically Exposed Person) which can be downloaded from pepins.com
    5. A resident of the United States, Canada, the United Kingdom, Singapore, South Africa, Hong Kong, Australia, or New Zeeland must, due to the law of the home state, conduct an investment asset adequacy test at the member registration. Unless the adequacy test is approved, it is not possible to become a member.
    6. Each member must, before the first investment, make a suitability assessment. Non-listed shares are classified as complicated financial instruments, so each member must be informed of the specific futures of the instrument.
    7. Member guarantees that all information provided is in its entirety current, accurate and complete.
    8. Pepins.com may only be used for legitimate purposes in accordance with applicable laws and Pepins guidelines. Reporting of incorrect name or other information of a personal nature and other illegal activity is strictly prohibited. Pepins do their utmost to contribute to fraudulent users being held liable and that other disruptive behavior can be reported to the Finance police or other appropriate authority. Below is a non-exhaustive list of examples deemed fraudulent:
      1. use or attempt of using pepins.com for criminal or unethical purposes or otherwise intentional misuse of pepins.com.
      2. illegal copying, reworking or sharing of information from Pepins website.
      3. neglect of payment of investments in issues or in shares listed on Pepins trading lists.
      4. neglect of delivery of shares listed on Pepins trading lists.
    9. As a user of pepins.com, you agree to the prohibition of using so-called robots, spiders or other automated tools (in addition to regular search engines such as Google) unless written consent is obtained from Pepins in advance. Member also accepts not to unduly seek damage to Pepins via excessive load or actively interfere or prevent the functionality of the platform.
  3. Members relationship with Pepins
    1. As these conditions are approved, you become a member of Pepins, which you will continue to be until the membership is terminated. You become a customer of Pepins when you make your first investment.
    2. At any time, a member may stop using without special notification to Pepins. Member becomes terminated by informing us via email to [email protected]
    3. Pepins may terminate or cease to offer member Pepins platform according to Pepins own judgment, without prior notice of this. Cause of termination can, for instance, be if you have breached any provisions of this terms and conditions, Pepins is required to terminate the agreement according to law or Pepins no longer providing the Service to users in the country in which you are resident.
    4. Pepins are not authorized to provide investment advice to their members, and for this reason do not give any advice regarding financial, planning issues or other issues regarding tax or legal nature.
    5. None of the communications you receive from Pepins should be interpreted as advice (except for technical issues regarding the use of the platform or such issues).
    6. If questions of a financial, tax or legal nature arise, Pepins recommends you as a member to seek professional advice.
  4. Pepins platform
    1. Pepins.com is the platform where the majority of the contact between Pepins and you as an investor or your investment company will take place. Occasionally, they may receive direct messages via e-mail or other communication, but otherwise, all communication will be via the platform, which includes payment of the investment, identification, and submission of information.
    2. Access to pepins.com is via login where your unique password is used. You should keep this safe and if your username and/or your password go astray we urge you to contact Pepins as soon as possible to avoid abuse of your account.
    3. You are responsible for the information you provide on pepins.com
  5. Risks
    1. Investments in non-listed growth companies are normally associated with high risk. Many companies that are in the early stages will have to take in capital on recurring occasions or fail to grow according to stated ambition. The risk is therefore that all investments made in such companies can be lost.
    2. No one should invest more in non-listed growth companies than they can handle to lose.
    3. Investments in non-listed growth companies are often illiquid, which means that it can be difficult or time-consuming before it is possible to divest the investment.
    4. Every investment is unique, which is why it is of utmost importance that the investor carefully evaluates the investment offer and the company before the investor make an investment.
    5. The information regarding the company displayed on pepins.com is information derived from the company itself and Pepins is not in any respect responsible for the information.
    6. Pepins normally conducts audits of the companies and its management, but the responsibility lies within the companies’ boards.
    7. When trading in shares listed on Pepins stock exchange, the size of the termination may need to be reduced afterward and the delivery of cash and/or shares can be delayed due to circumstances beyond Pepins control.
  6. Financial services and financial instrument agreements
    1. In accordance with Act (2005:59) regarding distance contracts and agreements outside business premises concerning Chapter 3 on agreements on financial services and financial instruments, Pepins shall report the information stated below. Information about each individual investment is reported under the respective company page on the pepins.com website.
      1. Pepins Group AB (publ) holds the following licenses by the Swedish Financial Supervisory Authority under the Securities Market Act (2007:528).
        1. Keep financial instruments and receive funds with accountability.
        2. Advice to companies and services in mergers and acquisitions.
        3. Receipt and forwarding of orders of financial instruments.
        4. Execution of orders of financial instruments on clients’ assignments.
        5. Investment of financial instruments without a firm commitment.
      2. Swedish law applies to these membership conditions including the Marketing Act (2008:486) and the law (1915:218) on agreements and other legal acts in the area of property law.
  7. Fees
    1. Pepins do not charge investors but the companies seeking capital.
    2. These fees consist of a fixed fee and a percentage of the total amount invested.
    3. Furthermore, the capital-seeking company or its owner normally issues a warrant and/or purchase warrant to Pepins.
    4. For trading in shares listed on Pepins stock exchange, a brokerage commission is taken out from the buyer and the seller according to the current price list.
  8. Payment
    1. Payment options when investing in the share issues carried out by Pepins are:
      1. Card payment (Mastercard and Visa)
      2. Bank transfer
      3. Invoice (Billogram, issued with three-day payment terms)
      4. Swish
      5. Trustly
    2. The general principle of investing an issue is that subscription, preliminary allocation and payment take place simultaneously. When the transaction goes through, the investment is seen under My Pepins as an issue order.
    3. Provisional allocation of the shares take place immediately and according to the principle "first come, first served".
    4. If the issue does not achieve a set minimum level, the issue is not carried out and the payment paid is repaid.
    5. When the subscription period expires, or if the maximum level is reached, allotment is confirmed through the prepared settlement note that becomes available under My Pepins as holding.
    6. Subscription of shares are binding and Pepins is authorized for the investor to execute the subscription of shares.
    7. Payment of the investment in shares admitted to trading on Pepins stock exchange is made through bank transfer in accordance with instructions in the posted settlement note.
    8. In accordance with Chapter 3 Section 2 of the Act (2005:59) on distance contract and agreement outside business premises, financial instruments are excluded from the right of withdrawal. This means that there is no right of withdrawal for the investments that are made through Pepins.
  9. Personal data and confidentiality
    1. Pepins handles personal data in accordance with the General Data Protection Regulation, GDPR, which regulates how personal data should be processed. GDPR aims to protect people from their personal information to being treated abusively or otherwise inappropriate.
    2. Pepins saves information provided by our members when they register and information provided on later completion and/or updating of information. Pepins may supplement this information with other private or public record due to a legitimate interest with a legal basis under Article 6 GDPR. This information can be used by Pepins to assess whether an investment should be considered appropriate for a member.
    3. Pepins is required to save certain information and in some cases to submit information to authorities in accordance with current laws and regulations. In addition to these requirements, Pepins does not share your personal data with third parties.
    4. Pepins aims to protect your personal data in accordance with applicable laws and regulations and Pepins Privacy Policy and Policy for processing personal data.
    5. If you are interested in what information we hold on your behalf, please contact Pepins at [email protected]
  10. Cookies
    1. Pepins use cookies which helps us verify our members after they have logged in. Cookies are a text file stored on your hard drive. The file contains a unique identifier and can only be accessed from the website that placed it initially. Pepins is required by law to inform you of the use of cookies.
    2. Cookies are used to identify Pepins members and to carry out some analysis of how Pepins website is used. Pepins analyzes which pages Pepins members use and how the pages are used. The main purpose is to improve Pepins website and thus Pepins service. Some e-mail messages sent from Pepins may also contain cookies for the purpose of Pepins being able to analyze the opening frequencies.
    3. Pepins use or may use, third-party software such as Google Analytics to facilitate the analysis of cookies.
    4. It is possible to turn off cookies or remove individual cookies by accessing the security settings in the member’s browser. Exactly how cookies are shut down differs somewhat depending on which browser the member is using.
    5. If cookies are turned off or cookies are thrown away from Pepins, the use and functionality of the website will be considerably limited.
  11. Amendments to this agreement
    1. The agreement that these terms and conditions constitute are in place until further notice, and to the date member or Pepins chose to terminate the agreement. Pepins may change the terms from time to time. Such an update will be communicated to the member either via e-mail or by notification through pepins.com.
    2. The changed terms apply to new members and investors as of the date they are published on pepins.com.
    3. Already existing members and investors are bound by the amended terms 14 days after notification and publishing on pepins.com.
    4. If a member does not approve the amended terms, the investor should terminate the agreement within 14 days of the amended terms published on pepins.com or after the notice via e-mail.
  12. Conflict of interest
    1. Pepins has established a policy for managing conflicts of interest in accordance with the Securities Market Act and Articles 33-35 of the Commission’s delegated regulation 2017/565.
    2. Pepins should ensure that its customers are not adversely affected by conflicts of interest within Pepins.
    3. If the negative effects of conflicts of interest are unavoidable, Pepins should inform their customers about these.
    4. The Board of Directors adopts the Policy for managing conflicts of interest and they shall be reviewed annually or more frequently if necessary.
  13. Transfer of shares
    1. Transfers of shares in any of the companies whose shares are registered at the Nordiska Värdepappersregistret (NVR) which a member has invested in can only be approved if the transfer is made to someone who is or will become a member of Pepins and has undergone an identification process in accordance with paragraph 2 of these terms.
    2. Registration and approval must be done before the transfer can be made.
    3. Transfers of shares in any of the companies whose shares are registered at Euroclear Sweden AB are made through the member's own responsibility. Member is responsible for instructing its bank/securities broker to deliver the shares.
  14. Limitations of liabilities
    1. Pepins are not liable for events and any damage that is beyond Pepins control. This includes fire, explosions or accidents, war or labor conflicts such as strikes. This also includes situations where Pepins are part of a labor market conflict. In addition, there are also situations where the website has been exposed to unpredictable load, which has reduced its functionality or other situations where Pepins showed normal care.
    2. Pepins makes no warranties or representations regarding the content, information, calculations or anything else presented on pepins.com regardless of whether it originates from companies whose shares are listed on Pepins stock exchange or companies that have issued a share issue.
    3. Pepins does not take direct or indirect responsibility for the investment offer. The investment is a matter between the investor and the issuing or traded company.
    4. All information from Pepins will be sent via e-mail or via the website in either Swedish or English.
  15. Governing Law and Dispute Resolution
    1. The terms are governed by Swedish law.
    2. All disputes arising from this terms and conditions shall be finally settled by arbitration proceedings administered by the Stockholm Chamber of Commerce's Arbitration Institute.
    3. Pepins is under the supervision of the Swedish Financial Supervisory Authority and if Pepins has breached its obligations under the Securities Market Act (2007: 528), the Swedish Financial Authority shall intervene.
  16. Approval of member terms
    1. The terms and conditions stated here are considered approved and accepted as the appropriate box has been filled in at pepins.com in connection with the registration of the membership.

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