Terms and Conditions
TERMS AND CONDITIONS OF USE OF THE WEBSITE FOR THE PUBLIC OFFERING OF SERIES B, C AND D SHARES
DARK POOL ONE S.A.
- The object of the Terms and Conditions is to determine the terms and conditions of use of the Website, which is used to promote the Public Offering and to accept subscriptions for Shares from Users.
- The entity that owns and administers the Website and is also the issuer of the Shares is the Issuer.
- As a condition of use of the Website, Users must read and understand these Terms and Conditions. The Terms and Conditions are made available free of charge in a prominent place on the Website.
- The User accepts the Terms and Conditions by ticking the appropriate box when submitting the subscription form. A User who does not agree to the provisions of the Terms and Conditions cannot submit the subscription form.
- The subscription form means a Share Subscription Form within the meaning of Article 437 of the Commercial Companies Code, on the basis of which the User makes a Subscription, i.e., declares to the Issuer that he/she accepts the offer to subscribe for a specific number of shares on the terms and conditions specified in detail in the Announcement.
- The entity exclusively authorised to use the Website for the purpose of promoting the Public Offering of the Shares and accepting subscriptions for the Shares is the Issuer.
- The provisions of the Terms and Conditions only serve to supplement the content of the legal relationship arising between the Issuer and the User, which is defined by another legal transaction concluded between these entities, i.e., the Share Subscription Agreement.
- An investment in the Shares involves a risk of loss. The decision to invest in the Shares should be made by the User alone, based on an assessment of his/her own financial situation and an evaluation of the risks involved in an investment in the Shares.
Terms used in these Terms and Conditions shall have the following meanings:
- Shares – Series B, C and D shares issued by Dark Pool One S.A. with its registered office in Warsaw in a public offering;
- Offer Document – the document referred to in Article 37a of the Act on Public Offering, drawn up in connection with the Public Offering, which does not require the approval of the Financial Supervision Authority;
- Issuer or Service Provider – Dark Pool One S.A. with its registered office in Warsaw (post code: 00-837) at ul. Pańska 98, suite 104, entered in the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS No. 0000907341, NIP: 5272962589, REGON: 389275735, with the share capital of PLN 100,000.00 paid up in full;
- Consumer – a natural person concluding a legal transaction with an entrepreneur which is not directly connected with his/her business or professional activity, using the Website;
- CCC – the Commercial Companies Code Act of 15 September 2000;
- Public Offering – the public offering of the Shares conducted by the Issuer on the basis of Article 1 section 3 of the Prospectus Regulation and Article 37a of the Act on Public Offering, which does not require the preparation and publication of a prospectus or an information memorandum;
- Announcement– the announcement calling for subscription for shares referred to in Article 440 of the CCC Act;
- Subscription Period – the period of the issue of the Shares;
- Banking Law – the Banking Law Act of 29 August 1997;
- Terms and Conditions – these Terms and Conditions for the use of the website concerning the public offering of series B, C and D shares of Dark Pool One S.A;
- GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
- Prospectus Regulation – Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC;
- Website– the website at www.darkpool.one;
- Force Majeure – means any external event of an extraordinary nature which was difficult to foresee, or which could not have been prevented without extraordinary measures or outlays, including, but not limited to, riots, strikes, armed conflicts, states of emergency, states of national emergency, natural disasters, epidemics, fires, flooding;
- Agreement – the agreement for the provision of Services, concluded between the Service Provider and the User under the conditions specified in the Terms and Conditions;
- Services – as defined in the Terms and Conditions, the services provided by the Service Provider to the User via the Website;
- Act on Trading – the Act of 29 July 2005 on Trading in Financial Instruments;
- Act on Public Offering – the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies;
- Act on Payment Services – the Act of 19 August 2011 on Payment Services;
- User – a natural person, a legal person or an organisational unit without legal personality who visits the Website;
- Subscription – subscription for the Shares.
General Provisions and Technical Conditions
- The owner of the Website is the Service Provider:
- address for correspondence: Dark Pool One S.A. with its registered office in Warsaw (postal code: 00-837) at ul. Pańska 98, lok 104;
- details for day-to-day contact with the Service Provider:
e-mail address: [email protected];
- In order to safely use the functionalities of the Website, the following conditions must be met:
- connection to the Internet,
- having equipment that makes it possible to access Internet resources,
- having an e-mail address.
- The Website prohibits the use by the Users of viruses, bots, worms or other computer codes, files, or programs, in particular process automation scripts and applications or other codes, files or tools.
Provision of Electronic Services
- The Issuer is a provider of electronic services within the meaning of the Act on the Provision of Electronic Services of 18 July 2002.
- At the same time, the Terms and Conditions constitute rules for the provision of services by electronic means within the meaning of Article 8 of the aforementioned Act.
- The Service Provider provides to the Users the following Service through the Website:
- making the content of the Website available to the User free of charge on request; and
- The agreement for the provision of Services is concluded between the Service Provider and the User when the Service Provider begins to provide the Service made available on the Website, i.e.:
- in the case of a Service consisting in displaying the content of the Website, upon entering the Website and terminates upon leaving the Website;
- in the case of the Subscription Service, as of the time of commencement of filling in the Subscription Form.
- Use of the Subscription Service requires the provision of personal data as specified in the Subscription Form.
- The Service Provider provides services and concludes agreements in the Polish language.
- The Issuer uses the Website for the purpose of conducting the Public Offering and the Public Offering Promotion, in particular for disseminating information about the terms and conditions of subscribing for the Shares and receiving the Subscriptions from Users.
- The Public Offering is conducted by the Issuer on the basis of Article 1 section 3 of the Prospectus Regulation and Article 37a of the Public Offering Act and does not require the preparation and publication of a prospectus or an information memorandum.
- As part of the activities of the Website, the Issuer provides Users with detailed information about the Issuer, the Public Offering, and the Shares, in particular about its business, personnel, development strategy, investment plans, issue price, how to place a Subscription and how to make a payment for the Shares.
- As part of the activities of the Website, the Issuer publishes and makes available to the Users on the Website, the following documents in a form that allows recording and saving on a computer hard drive or other data medium:
- the current wording of the Issuer’s Statutes;
- Offer Document;
- presentation of the Issuer;
- Terms and Conditions;
- The User shall be entitled to use the Website solely for his/her own personal use, for purposes other than commercial purposes.
- The User shall be obliged to use the Website in accordance with the provisions of the Terms and Conditions and generally applicable legal regulations.
Representations of the Issuer
- Any and all materials placed on the Website do not constitute a recommendation or investment, tax, or legal advice.
- The Issuer accepts Subscriptions on its own without the intermediation of any third party.
- The Issuer does not conduct business as an investment firm within the meaning of Article 3 clause 33 of the Trading Act, in particular as a brokerage house or bank conducting brokerage activities.
- The Issuer does not organise or operate a financial instruments trading system within the meaning of Article 3 clause 9a of the Trading Act, in particular an alternative financial instruments trading system within the meaning of Article 3 clause 2 of the Trading Act.
- The Issuer does not conduct business as a payment services bureau within the meaning of Article 2 clause 2a of the Payment Services Act or as a payment institution within the meaning of Article 2 clause 11 of the Payment Services Act, and in particular does not provide payment services within the meaning of Article 3 of the Payment Services Act.
- As part of the activities of the Website, the Issuer does not perform activities falling within the scope of the brokerage activity, referred to in Article 69 sections 2 and 4 of the Trading Act, in particular the acceptance and forwarding of orders of purchase or sale of financial instruments, investment advisory, or provision of services connected with service or investment underwriting.
- The Issuer does not engage in banking activities as defined in the Banking Law, in particular it does not engage in activities consisting in accumulating funds of other natural persons, legal persons or organisational units without legal personality in order to extend credits, cash loans or otherwise encumber those funds with risk.
- The Issuer does not undertake any investment analysis of the Offer Document with respect to the investment attractiveness to particular Users, nor does it guarantee that such Users will make a profit on their investment in the Shares.
Terms and Conditions of Using the Website and Submitting Subscriptions
- The Website is accessible to all Users, in a manner that allows opening it in a web browser and free browsing of the content, subject to the provisions of this paragraph.
- Effective subscription for the Shares shall be conditional upon the User submitting an effective Subscription to the Issuer on the Subscription Form and duly paying for the Shares during the Subscription Period.
- The Issuer’s acceptance of Subscriptions continues for the period specified in the Offer Document.
- The entity authorised to accept Subscriptions is the Issuer.
- In order to apply for the Shares, the User shall complete the electronic Subscription Form and accept the required consents. By completing the Subscription Form, the User makes the representations contained therein.
- After completing the Subscription Form and selecting the button for submitting the Subscription, the User is redirected to a website with the data for making a wire transfer in order to pay for the submitted Subscription in the declared amount. The funds paid by the User are transferred directly to the Issuer.
- Upon submission of the Subscription, the User receives from the Issuer a pdf version of the Subscription Form to the email address specified by the User.
- The User receives from the Issuer a confirmation of payment for the Subscription and any and all information connected with the payment at the email address indicated by the User.
- Subscriptions are accepted by the Issuer in electronic form only.
- An electronic subscription shall require filling in a Subscription Form prepared by the Issuer and made available on the Website and the User must affix it with a qualified electronic signature, a trusted signature (ePUAP) or a personal signature.
- The Subscription Form prepared in electronic form containing the appropriate signature of the User should be delivered to the Issuer’s electronic mailbox address.
- The submission by the User of a duly signed Subscription Form constitutes an unconditional and irrevocable notification of the intention to subscribe for the Shares.
- Failure to pay for the Shares covered by the Subscription shall render the Subscription ineffective.
- The User shall receive from the Issuer a confirmation of acceptance of the Subscription and a confirmation of the allotment of the Shares at the email address provided by the User.
Intellectual Property Rights
- Any and all content, graphics and other materials on the Website are subject to copyright or other intellectual property rights owned by the Issuer or used by the Issuer under separate agreements.
- The User may not use the content, graphics or other type of materials on the Website (in whole or in part) for commercial purposes without the Issuer’s prior consent, in particular the User may not print, copy, modify, download to a hard disk or other data medium, or include in the content of other works (e.g., paper documents, press publications, websites, blogs and social media) the content, graphics or other type of materials on the Website (in whole or in part).
- The User may use the content, graphics, and other materials on the Website (in whole or in part) without the Issuer’s prior consent for purposes other than commercial purposes, in particular for educational, informational, or other purposes permitted under applicable laws.
- The User shall be prohibited from providing, via or using the Service, any unlawful content that violates the rules of social coexistence or decency, including in particular content that is offensive, inciting hatred, vulgar, untrue, may be misleading, contains viruses or malware or violates the rights of third parties, decency or contains false information detrimental to the good name of the Service Provider.
Rights and Obligations of the Issuer
- The Issuer shall be entitled to suspend temporarily the operation of the Website in the event of a failure, error, defect, as well as to carry out modernisation or repair works necessary to improve or restore the functionality of the Website, for a period not longer than is necessary to improve or restore the functionality of the Website.
- The Issuer shall be obliged to inform Users in advance about planned modernisation works on the Website and the resulting temporary blocking of access to the Website, in the form of an appropriate announcement published on the Website.
- If, as a result of the Public Offering, the minimum number of Shares specified in the Announcement are not effectively subscribed for and paid for, the Issuer shall refund to the Users the monies received as payment for the Subscription within 14 (fourteen) days of the end of the Subscription Period.
- If an increase of the Issuer’s share capital is not reported to the Registry Court within 6 (six) months from the adoption of a resolution on the increase of the Issuer’s share capital or within 1 (one) month from the date of the allotment of the Shares or if the issue of the Shares does not take place because the issue threshold (if defined) was not exceeded, the Issuer shall return the funds received as a result of the Subscription on terms identical to those defined in section 3 above, within 14 (fourteen) days from the expiry of any of the time limits specified above.
- In the event of the occurrence of the circumstances referred to in section 4 above, Users shall cease to be bound by the Subscription he/she has submitted.
User’s Rights and Obligations
- The User shall be obliged to use the Website in accordance with the provisions of the Terms and Conditions and generally applicable legal regulations.
- The User shall be obliged to read the Terms and Conditions carefully before using the Website and to read the completed Subscription Form before submitting it to the Issuer.
- The User may not take any action which could, in particular, hinder or destabilise the operation of the Website or damage the Issuer’s reputation or good name.
- It shall be unacceptable for the User to take actions which could violate the privacy of other Users, inter alia, by collecting, processing, and disseminating information about other Users without their express consent.
Rules of Liability
- The Issuer shall not be liable for any damage caused by the use by the Users of the Website in a manner inconsistent with the provisions of the Terms and Conditions or generally applicable provisions of law.
- The Issuer shall not be liable for the temporary inability of the Users to use the Website if it results from causes for which an independent and external provider of services, in particular IT or telecommunications services, provided to the Issuer or the User is responsible, or from Force Majeure or other events which the Issuer could not have foreseen and which it was not able to prevent.
- The Issuer shall not be liable for the actions of third parties operating the Website’s IT system, or for any damage caused by breakdown of the User’s computer equipment or data resources during or in connection with use of the Website, in particular as a result of computer viruses entering the User’s IT system.
- The Issuer shall not be liable for any damage caused as a result of the User’s investment in the Shares, in particular any lost profits or failure by the User to achieve his/her intended objectives or benefits.
- The User shall be solely liable for the accuracy, truthfulness and updating of the data provided to the Issuer.
- The limitations of liability referred to in these Terms and Conditions shall not apply to Users who are Consumers to the extent provided by mandatory provisions of law.
Protection of Personal Data
- The User shall have the right to lodge a complaint about matters connected with the operation of the Website or the Issuer’s activities.
- Complaints should be submitted to the Issuer by e-mail to [email protected] The following should be included in the body of the e-mail message:
- the name and surname or business name of the complainant,
- the complainant’s home/office address and e-mail address.
- The complaint shall additionally contain an accurate description of the event giving rise to the notification and indication of the complainant’s demands.
- The Issuer shall not consider a complaint if it fails to meet the formal requirements of the complaint, in particular if the complainant fails to provide contact details enabling responding to the complaint.
- The Issuer stipulates that the handling of a complaint may require the User to provide additional explanations.
- The Issuer shall be obliged to consider and respond to a complaint received from a User within 30 (thirty) days of receipt of that complaint.
- A reply to the complaint will be sent to the User at the e-mail address indicated in the complaint.
- The Issuer shall be responsible for the course of the complaint procedure.
Out-of-court Dispute Resolution
- The Consumer, once the complaint procedure has been completed, shall have the right to make use of out-of-court methods of dealing with complaints and asserting claims. The Consumer:
- shall be entitled to apply to the permanent amicable consumer court operating at the Trade Inspection for adjudication of the dispute arising from the concluded Agreement;
- shall be entitled to apply to the regional inspector of the Trade Inspection to initiate mediation proceedings aimed at reaching an amicable settlement of the dispute between the Consumer and the Service Provider;
- may obtain free assistance in resolving a dispute between the Consumer and the Service Provider, using also the free assistance of a district (municipal) consumer ombudsman or a civic organisation whose statutory tasks include consumer protection (e.g., the Federation of Consumers, Polish Consumers’ Association).
Advice is provided by the Consumers’ Foundation at the Consumer Helpline 801 440 220 and 22 290 89 16 and by the Polish Consumers’ Association at [email protected]
- A list of institutions dealing with out-of-court settlement of consumer disputes, together with a list of the type of cases is available on the website of the Office of Competition and Consumer Protection at https://www.uokik.gov.pl/rejestr_podmiot_uprawnionych.php.
- The Consumer may also use out-of-court means of complaint handling and redress through the ODR platform, in accordance with Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes and amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC (Regulation on consumer ODR). The ODR platform aims to facilitate the independent, impartial, transparent, effective, quick, and fair out-of-court online resolution of disputes between consumers and traders concerning contractual obligations arising from online sales or service contracts concluded between consumers resident in the Union and traders established in the Union.
- The use of the available out-of-court complaint and redress procedures is voluntary, which means that both parties must agree to it.
- The User, like any other person using the Internet, is subject to risks associated with using the Internet. The main threat to any Internet user is the possibility of “infecting” the ICT system with software designed mainly to cause damage, such as viruses, “worms” or “Trojan horses”. In order to avoid such risks, including those arising when opening e-mails, the User is advised to equip his/her computer (or other device), which he/she uses to connect to the Internet in order to use the Website, with anti-virus and firewall software and to keep it updated.
- The Service Provider also informs that particular risks associated with the use of the Website are connected with the activity of hackers aiming to break into both the Service Provider’s system (e.g., attacks on its websites) and the User’s system.
- The Service Provider informs that it uses modern protection technologies to minimise the risks referred to in sections 1 and 2 of this paragraph, but there are no means of complete and full protection against the described undesirable actions.
- Any and all representations or notices connected with the operations of the Website shall be submitted by the User to the Issuer in electronic form at the e-mail address: [email protected].
- The Issuer shall not be liable for failure to notify or to make a representation to the User due to the User providing a false or incorrect mailing address or electronic mailbox address of the User, and also as a result of malfunctioning of the mail server serving the User’s mailbox.
- The Issuer reserves the right to amend the Terms and Conditions in justified cases, including in particular:
- changes in the technical operating conditions of the Website, including those linked to technical or technological developments;
- changes to the terms and conditions for the use of software or the use of devices used in the operation of the Website, including changes made by the manufacturers or holders of rights to the software or the devices;
- issuance by competent State authorities of decisions or judgements which have or may have an impact on the content of the Terms and Conditions or the functioning of the Website;
- Force Majeure;
- formal or organisational changes of the Service Provider affecting the operation of the Website;
- other legitimate reasons.
In such situation, the Issuer shall notify about these changes 7 days before the new wording of the Terms and Conditions comes into effect. In such situation, the new wording of the Terms and Conditions shall enter into effect on the date specified in the body of the notice of amendment to the Terms and Conditions.
- These Terms and Conditions are general terms and conditions of contracts as defined by the Civil Code.
- The Terms and Conditions have been published and made available in a form which allows its fixating and recording on a computer hard disk or another data medium, on [X].12.2021.
- Failure to accept the new or amended Terms and Conditions by the User shall be tantamount to his/her withdrawal from using the functionalities of the Website.
- The Terms and Conditions shall enter into force on the day of their publication.