General Terms & Conditions

1. Definitions

Term | Meaning

Crowdpowder / we / us | Crowdpowder, Parallelweg 27, 5223AL 's-Hertogenbosch, Netherlands (KvK 98468421).

Client / Venture / you | The legal entity that signs an Engagement Letter or other contract with Crowdpowder in order to raise capital.

Proposal / Offer | Crowdpowder's written, time-limited invitation (including scope, fees and these T&C) to enter into an Engagement Letter.

Engagement Letter / Agreement | The contract formed once the Client accepts the Proposal in Writing.

Services | All advisory, legal-structuring, marketing and project-management work specified in the Engagement Letter.

Deliverables | Tangible outputs produced under the Agreement (Investment Memorandum, pitch deck, valuation report, campaign pages, etc.).

Fixed Fee | The non-refundable labour fee payable in milestones (default 40 % / 30 % / 30 %).

Success Fee | The percentage of funds settled on the Funding Platform, calculated per the ladder in the Engagement Letter.

Out-of-Scope Rate | Hourly rate for additional work: € 150 excl. VAT (unless otherwise agreed).

Third-Party Costs | Pass-through costs from notaries, valuation firms, marketing agencies, the Funding Platform or other suppliers.

Funding Platform | The ESCPR-licensed crowdfunding platform through which securities are offered to investors.

Payment Service Provider | The regulated payment institution that holds and settles investor monies on behalf of the Platform.

Investment Agreement | The contract between the Client and each investor concluded on the Platform.

Writing / Written | Paper or electronic communication (e-mail, e-signature, WhatsApp, etc.).

2. Applicability & Hierarchy

2.1 These T&C apply to every Proposal, Engagement Letter and any resulting obligation between Crowdpowder and Client.

2.2 Client's own purchasing or general conditions are expressly rejected unless Crowdpowder accepts them in Writing.

2.3 Hierarchy: if provisions conflict, the signed Engagement Letter prevails over these T&C, which in turn prevail over any other document.

2.4 Agreed deviations apply only to the specific engagement and set no precedent.

3. Offer & Formation of the Agreement

3.1 Proposals are non-binding and remain valid for 14 calendar days unless a different validity period is stated.

3.2 An Agreement is formed when the Client accepts the Proposal in Writing and Crowdpowder confirms receipt.

3.3 If the Client's acceptance contains reservations or amendments, the Agreement arises only after Crowdpowder's written consent.

3.4 Obvious clerical errors in Proposals do not bind Crowdpowder.

3.5 Crowdpowder may perform a QuickScan (identity/KYC, CoC extract, adverse-media check); we may decline or impose special conditions if results are unsatisfactory.

4. Scope of Services & Change Control

4.1 Services are limited to those expressly listed in the Engagement Letter.

4.2 The Fixed Fee includes two (2) revision rounds per Deliverable. Additional iterations or tasks caused by Client delay (> 10 working days) are Out-of-Scope and billed at the Out-of-Scope Rate.

4.3 Changes require a written Change Order signed by both Parties.

4.4 Crowdpowder may subcontract specialised work (designer, marketing agency, notary) and remains responsible for their performance.

5. Client Responsibilities & Warranties

5.1 Provide complete, accurate and timely data, including business case, financial model and legal documents.

5.2 Appoint an authorised contact person with decision-making power.

5.3 Review Deliverables within five (5) working days; silence equals acceptance.

5.4 Comply with all KYC/AML, governance and disclosure requirements of the Funding Platform.

5.5 AML & Sanctions Warranty - Client warrants that (i) all funds are of lawful origin, (ii) Client and its UBOs are not sanctioned, and (iii) the fundraising will not be used for illicit purposes.

5.6 Valuation Disclaimer - Crowdpowder assists in compiling valuation materials but does not audit or guarantee any valuation; Client bears full responsibility for valuation accuracy.

5.7 Marketing-Partner Performance - If Crowdpowder introduces a marketing agency, such agency contracts directly with Client; ad-spend and campaign ROI are at Client risk.

5.8 Cooling-Off - Statutory investor cooling-off rights are handled by the Funding Platform; Crowdpowder has no contractual duty towards individual investors.

5.9 Tax Responsibility - Client is solely responsible for all tax consequences of the offering.

6. Fees, Pricing Adjustments & Payment Terms

6.1 Fixed Fee Milestones: • 40 % on signature of Engagement Letter; • 30 % on delivery of Investment Memorandum + pitch deck; • 30 % when the Platform campaign is live.

6.2 Third-Party Costs are invoiced 100 % in advance unless agreed otherwise.

6.3 Success Fee is invoiced on funds actually settled by the Platform; due within 10 banking days.

6.4 All amounts are exclusive of VAT and exclusive of travel, subsistence and courier costs.

6.5 Prices may be adjusted annually for external cost inflation up to 5 %.

6.6 Late payment accrues statutory commercial interest (Art 6:119a BW) plus all collection costs (minimum € 150).

6.7 Payments are applied first to costs, then interest, then principal.

6.8 Client shall bear all bank fees, foreign-exchange charges and ensure amounts received net match the invoice total.

7. External Platform & Third-Party Suppliers

7.1 Platform transaction fee: is charged directly by the Funding Platform, fee amount is based on the chosen Platform.

7.2 Crowdpowder is not liable for the acts or omissions of the Platform, the Payment Service Provider, or any marketing agency introduced to Client.

7.3 If Platform KYC/onboarding delays the project for reasons beyond Crowdpowder's control, all milestones and due-dates are extended by the duration of the delay without penalty to Crowdpowder.

8. Confidentiality & Data Protection

8.1 Each Party shall keep all non-public information strictly confidential for three (3) years after project end, or the statutory minimum retention period required by applicable law, whichever is longer.

8.2 Each Party acts as an independent data controller under the GDPR. A separate Data-Processing Agreement will be executed if legally required.

8.3 Crowdpowder may contact Client investors only for (i) regulatory notices, (ii) agreed investor-relations updates, and (iii) future investment propositions provided the investor has given prior consent or such contact is permissible under GDPR legitimate-interest rules.

8.4 Crowdpowder shall never sell investor or Client personal data to third parties, except as required by law or with the data subject's explicit consent.

9. Intellectual Property & Retention of Title

9.1 Crowdpowder retains IP rights to all methodologies, templates and pre-existing materials.

9.2 Upon full payment, Client receives a non-transferable, perpetual licence to use Deliverables for its own fundraising and Investor Relations (IR).

9.3 Unauthorised reproduction or resale of Crowdpowder material triggers an immediate contractual penalty of € 10 000 per breach, without prejudice to Crowdpowder's right to claim full damages.

9.4 Crowdpowder may exercise a right of retention over Deliverables until all invoices are paid.

10. Indemnities

10.1 Client Information Indemnity - Client shall indemnify Crowdpowder against any claim arising from inaccurate, incomplete or misleading information supplied by Client.

10.2 Regulatory Indemnity - Client indemnifies Crowdpowder for any fine, penalty or cost imposed by a regulator (incl. AFM) due to Client's breach of financial-market laws.

11. Warranties, Liability & Claims

11.1 Crowdpowder warrants Services will be performed with reasonable skill and care. All other warranties are excluded.

11.2 Crowdpowder's aggregate liability, on any basis, is capped at the Fixed Fees actually paid or € 50 000, whichever is lower.

11.3 Crowdpowder is not liable for indirect or consequential damages, including lost profit or business interruption, nor for Platform outages or investor behaviour.

11.4 Any claim must be notified within 12 months after the event; thereafter it is time-barred.

12. Force Majeure

12.1 Force majeure events (pandemic, cyber-attack, government action, utility failure, etc.) suspend obligations for their duration.

12.2 If a force-majeure event lasts longer than 60 days, either Party may terminate the Agreement without liability for damages.

13. Non-Solicitation of Personnel

Client shall not employ or contract Crowdpowder staff or core subcontractors during the engagement and for 12 months thereafter. Penalty: three (3) months' gross salary of the individual concerned.

14. Termination & Insolvency

14.1 Either Party may terminate with 14 days' Written notice for material breach not cured within 10 days.

14.2 Either Party may terminate immediately if the other files for bankruptcy, requests suspension of payments, is liquidated or ceases business (other than for merger/reconstruction).

14.3 Upon termination, Client pays (i) Fixed-Fee instalments already invoiced, (ii) hours worked but not yet invoiced at Out-of-Scope Rate, and (iii) irrevocable Third-Party Costs.

14.4 Investment Agreements already concluded via the Platform remain in force.

15. Complaints Procedure

Complaints must be lodged by e-mail to info@crowdpowder.eu within 14 days of the event. Crowdpowder confirms receipt within 3 working days and provides a substantive reply within 14 working days. Lodging a complaint does not suspend payment obligations.

16. Amendments

Crowdpowder may update non-material provisions of these T&C by posting a new version on its website. Material changes require Written consent of both Parties and apply to future engagements only.

17. Governing Law & Jurisdiction

17.1 This Agreement is governed exclusively by Dutch law. The CISG (Vienna Convention) is excluded.

17.2 The court of Amsterdam has exclusive jurisdiction. Crowdpowder may, for debt-collection purposes, elect the competent court in the Client's domicile.