This agreement contains the terms and conditions under which BinformedShares are issued or sold and subsequently transferred to Purchaser.
- Interpretation
1.1. Unless explicitly stated otherwise, the following terms shall have the following meaning (and grammatical variations of such terms shall have coresponding meanings):
1.1.1. Agreements mean this agreement and all attached appendixes, schedules and/or annexes;
1.1.2. BinformedShares means the Tokens to be issued by the Seller and each Share represent a certified share in Binformed B.V. which are issued by Stichting Administratiekantoor Binformed;
1.1.3. Seller means Stichting Administratiekantoor Binformed or the entity that has acquired a BinformedShare and is selling or offering the BinformedShare(s) to a Purchaser;
1.1.4. Effective Date means the date and specific time the transfer of the BinformedShare is registered in the blockBinformed;
1.1.5. Party or Parties mean(s) each of Seller, Purchaser individually or collectively;
1.1.6. Conditions Precedent means opschortende voorwaarden as defined the Netherlands Civil Code;
1.1.7. Purchaser means the entity that is acquiring BinformedShares either by issue or sale;
1.1.8. Purchase Price means the amount in Euro’s, Bitcoins or Ethers as defined in clause 3.1 and provided in the Smart Contract;
1.2. In this Agreement, clause headings are inserted for convenience purposes only. They shall not affect the construction or interpretation of this Agreement.
1.3. Where this Agreement uses the term “sale” or “sell” it shall also mean the issue of BinformedShares by Stichting Administratiekantoor Binformed where applicable.
1.4. In case of conflict between or inconsistency of the provisions of the actual agreement and the contents of the schedules and/or annexes, the provisions of the actual agreement shall prevail.
1.5. The English language used in this Agreement intends to describe Dutch legal concepts only and the consequences of the use of this language in English law or any other law shall be disregarded. In case of conflict between Dutch legal concepts mentioned between brackets and/or in italics in this Agreement and the English translation thereof as used in this Agreement, the Dutch text, and its meaning thereof under Dutch law, will prevail;
. - Sale of shares
2.1. Subject to the terms and conditions of this Agreement, Seller hereby sells and agrees to transfer to Purchaser and Purchaser hereby purchases and agrees to accept from Seller the amount of BinformedShares as identified in the Smart Contract.
2.2. The terms and conditions of the Stichting Administratiekantoor Binformed as attached to this Agreement shall apply and are explicitly accepted by Purchaser. Purchaser acknowledges and hereby confirms that these term and conditions are attached to this agreement. These terms are also published on december 24, 2021.
2.3. The BinformedShares shall be for the risk and account of Purchaser as per the Effective Date.
2.4. The BinformedShares shall have dividend and voting rights as per the Effective Date.
2.5. Delivery of the BinformedShares to Purchaser shall effectuated by crediting to the unique deposit address of Purchaser.
. - Purchase Price
3.1. The purchase price for the BinformedShares payable by Purchaser to Seller is the Purchase Price as provided in the smart contact (the “Purchase Price”).
3.2. The Purchase Price shall be payable in Euro’s, Bitcoins or Ethers.
. - Conditions Precedent
4.1. The sale and transfer of the Shares contemplated in clause 2 is subject to successful payment of the Purchase Price in full.
. - Representations
5.1. The Purchaser understands that there is no guarantee that BinformedShares can ultimately be (re)sold for any specific price per BinformedShare, or at all.
5.2. The Purchaser acknowledges that Purchaser has such knowledge and experience in technical and business matters (including those that relate to the services and products), cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology to evaluate the merits and risks of entering into this Agreement and of purchasing and taking delivery of BinformedShares.
5.3. Purchaser represents and covenants that it has required adequate information on which to base its decision to purchase and take delivery of BinformedShares and the terms and conditions of this Agreement.
. - Indemnity
6.1. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless the Seller and the respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, including any such other entities or parties involved or connected with the execution of the Agreement from and against all claims, demands, actions, damages, losses, loss of profit, costs and expenses (including attorneys’ fees) that arise from or relate to: (1) the entering into this Agreement and any agreement resulting thereof or the execution thereof, the Purchase and acceptance of delivery of BinformedShares, (2) the Seller’s responsibilities or obligations under this Agreement, (3) the Seller’s violation of this agreement, or (4) the Seller’s violation of any applicable laws or regulations or the rights of any other person or entity.
6.2. Seller is not a bank. If Purchaser losses possession or control over its token wallet or private key to access its wallet, this is for his own risk. If the BinformedShare’s are lost or Purchaser cannot access its wallet Purchaser shall not be able to exercises its right as certificate holder (BinformedShareholder). Seller is in no event liable for unauthorized use of/or access to the Purchases wallet.
6.3. The Seller reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Purchaser and the Seller.
6.4. The Seller and its representatives as mentioned under clause 6.1 shall not be liability to Purchaser for the sale of any BinformedShare. Purchaser acknowledges that the past performance does not provide any guarantee for the future nor do the BinformedShares represent any guarantee for profit or whatsoever.
6.5. Each of the Parties hereby further waives, and each of the Parties accepts the same for the other Parties, the applicability of title 1 of Book 7 Dutch Civil Code.
6.6. Notwithstanding section 6 of this Agreement, the Sellers liability shall in no event be more than the repayment of the Purchase Price.
. - Voting Rights and dividend
7.1. Purchaser shall have voting rights and rights to dividend connected to the holding of the BinformedShares in Binformed B.V. if the following conditions are met:
a. Purchaser shall follow identification procedures set out and stipulated by the Stichting Administratiekantoor Binformed; and
b. The transaction (Purchase and transfer of BinformedShare(s) is acknowledged by Stichting Administratiekantoor Binformed in accordance with Netherlands law.
7.2. Voting rights and rights to dividend can be exercised by the smart contract via the wallet of Purchaser at the address https://dapp.____.com .
7.3. Dividend shall be payable in Euro’s or Ethers, whichever the board of Binformed B.V. decides.
7.4. The board of Stichting Administratiekantoor is authorized to sell and transfer all of the shares it owns in the Share Capital of Binformed B.V. to a purchaser in accordance with the articles of association of Stichting Administratiekantoor Binformed and the conditions of registration of Stichting Stichting Administratiekantoor Binformed. In such event the holders of the depository receipts (Binformedtorney Security Token) are entitled to the proceeds received by Stichting Administratiekantoor Binformed in their relevant proportion to their share in the share capital of Binformed B.V.
. - Dilution and Trade
8.1. Purchaser is aware and accepts that Binformed B.V. and/or Stichting Administratiekantoor Binformed have the right to dilution of BinformedShares.
8.2. BinformedShares shall be only be traded or transferred via https://dapp.____.com and the approved platform by the board of Stichting Administratiekantoor Binformed.
. - Privacy
Purchaser is aware and accepts that his or her public key (unique deposit address used for the Purchase) shall be publicly distributed on the blockBinformed as this is inherent to the technology under which the transaction is to be conducted.
Your personal data is processed in accordance with our privacy policy as published on December 24, 2021.
. - Valuation Price
10.1. Valuation of Ethers and Bitcoins shall be in Euro’s and the equivalent of Ether and Bitcoins according to applicable exchange rates published on https://www.cryptocompare.com/ as of the time the unique deposit address receives Ether of Bitcoin.
. - Dissolution and Annulment
11.1. Each of the Parties hereby waives the right, and each of the Parties accepts the same, to cancel (opzeggen), to dissolve or bring an action to dissolve this Agreement (ontbinding) and/or to annul or bring an action to annul this Agreement (vernietiging) or alter the nature of this Agreement on the basis of unforeseen circumstances (onvoorziene omstandigheden) or suspend (opschorten) any of the obligations assumed hereunder as from the moment of its execution and full receipt of the Purchase Price by Seller.
. - Governing law and Jurisdiction
12.1. This Agreement shall be exclusively governed by Netherlands law.
12.2. All disputes arising out of or in connection with this Agreement or further agreements resulting thereof, including any disputes in connection to the BinformedShares, Binformed, Stichting Administratiekantoor Binformed, and its board or board members shall be settled by arbitration in accordance with the arbitration rules adopted by the board of Stichting Administratiekantoor Binformed which are applicable at the time of and request for arbitration. The arbitration shall be governed under Netherlands law. The proceedings will be conducted in English in The Hague, The Netherlands.
12.3. To the extent permitted by Dutch law, all injunctions, provisional measures and requests for the preliminary hearing of witnesses shall be submitted to the exclusive jurisdiction of the District Court of the Hague.
. - Binformed
13.1. Binformed B.V. is the company that is issuing the shares which are administrated by the Stichtingadministratiekantoor Binformed. This foundation issues the depository receipts to the shares which are called Security Tokens.