Date as of 03/2023

Effecta GmbH, headquartered in Florstadt at Am Sportplatz 13, 61197 Florstadt (hereinafter also referred to as “Effecta”), is an authorised securities institution permitted to provide investment brokerage in accordance with § 2 para. 2 no. 4 WpIG and investment advisory services in accordance with § 2 para. 2 no. 3 WpIG. Effecta acts as a liability umbrella under § 3 para. 2 WpIG for contractually bound intermediaries. These intermediaries present financial instruments from various issuers to their clients. Through these intermediaries, clients may arrange to subscribe to financial instruments with issuers.

1. Definition
For the purposes of these General Terms and Conditions (“GTC”), the following definitions apply in addition to those defined in the text:

• “Issuer”: A company that publicly offers its own financial instruments.
• “Financial Instruments”: Financial instruments within the meaning of § 1 para. 11 KWG, including securities, investments, AIFs, and UCITS.
• “Prospective Clients”: Clients of a contractually bound intermediary to whom the intermediary presents financial instruments from issuers.

2. Scope

1. For the brokerage and advisory services of financial instruments, the contractually bound intermediary acts in the name (open representation), on behalf, and under the liability of Effecta (§ 3 para. 2 WpIG). Claims against the intermediary arising from these services can therefore be asserted directly against Effecta. Other activities beyond brokerage or advisory services are not covered by this liability.
2. A brokerage contract for financial instruments is concluded between the prospective client and Effecta when the intermediary (1) informs the client that they are acting in the name, on behalf, and under the liability of Effecta and (2) presents financial instruments from issuers to the client.
3. An advisory contract for financial instruments is established between the prospective client and Effecta when the intermediary (1) explicitly agrees to provide advisory services and (2) informs the client that this service is rendered in the name, on behalf, and under the liability of Effecta.
4. The legal relationship between Effecta and the prospective clients is governed solely by these GTC.

3. Client Classification

1. Prospective clients are generally classified by Effecta as “Retail Clients” (“Private Clients”) prior to entering into a brokerage or advisory contract, regardless of their knowledge and experience with financial instruments and other capital investments.
2. Classification as a “Professional Client” or “Eligible Counterparty” is possible by written agreement if the client requests and provides written proof of meeting the requirements. Reclassification to “Private Client” is also possible upon the client’s written request.
3. Classification as a “Private Client” provides the highest statutory level of protection regarding investor protection and transparency. Reclassification may negatively affect the extent of Effecta’s duty of care when executing client orders.
4. Financial instruments are presented to clients in accordance with their classification and the target market determination.

4. Issuers

1. Effecta presents information on financial instruments provided by issuers to prospective clients.
2. Effecta does not evaluate whether the acquisition of financial instruments is economically viable for individual clients. Each client independently assesses this and is explicitly advised to consider the risk notices in the relevant offering documents and prospectuses. Clients should acquire financial instruments only if they have fully read and understood the risk notices.
3. Effecta points out that it does not conduct a credit check of the issuers and only performs a plausibility and coherence check on the information provided by issuers about financial instruments.
4. Issuers are solely responsible for the accuracy, completeness, and timeliness of accessible information on financial instruments, including during their term, notwithstanding the plausibility and coherence check by Effecta.

5. Client Obligations

1. Clients must promptly inform Effecta of any significant information or changes, particularly contact details (name, address, email).
2. Clients are obliged to do everything possible to facilitate the prompt processing of a subscription application, including providing all necessary applications, declarations of membership, and other statements required for the acquisition of the mediated financial instruments in full and on time.
3. If clients fail to provide the necessary information (e.g., proof of authorisation, Legal Entity Identifier for specific financial market participants) or do not provide it in the required form, Effecta is entitled to refrain from forwarding applications for the acquisition of financial instruments to issuers. Effecta will inform clients promptly about the non-execution.

6. Contractually Bound Intermediaries

1. Contractually bound intermediaries are not authorised to make statements or promises deviating from the issuer’s informational material on financial instruments. If there are discrepancies, clients are advised to clarify them with Effecta’s management.
2. The option to subscribe to a financial instrument does not constitute legal or tax advice by Effecta. Clients are strongly advised to seek advice from an attorney and tax adviser before acquiring financial instruments.
3. Effecta exclusively provides investment brokerage unless advisory services are expressly agreed with the client.

7. Liability

1. Effecta has unlimited liability for damages due to injury to life, body, or health, and for damages resulting from intentional or grossly negligent breaches of contractual duties in the brokerage or advisory agreement.
2. For slight negligence, Effecta is only liable for breaches of essential contractual obligations (“cardinal duties”) necessary for the proper performance of the brokerage or advisory agreement. In such cases, liability is limited to foreseeable damages at the time of contract conclusion.
3. These liability limitations also apply in cases of misconduct by the contractually bound intermediary or agents of Effecta, as well as the personal liability of Effecta’s employees, representatives, and organs.
4. Effecta does not guarantee the effectiveness of acquired financial instruments or the economic success, non-occurrence of defaults, or risk of issuer insolvency.
5. Effecta does not guarantee the accuracy or completeness of information provided by issuers on financial instruments (see also Section 4).

8. Recording of Telephone Conversations / Remunerations

1. Effecta is obligated to record and store telephone conversations and electronic communications (e.g., email, chat, video calls, messaging services) related to the initiation, acceptance, transmission, and execution of client orders on audio or data media. This applies regardless of whether these are conducted on employees’ business or private phones. This obligation also extends to the contractually bound intermediary. A copy of these recordings will be available for a period of five years – or seven years if requested by the Federal Financial Supervisory Authority (BaFin).
2. Before recording a telephone conversation, the contractually bound intermediary must inform the client of the purpose of the recording and request their consent unless the client has already given general consent for telephone recordings. Recordings may be used as evidence in potential legal disputes.
3. When financial instruments are acquired, Effecta receives a commission from the respective issuer. The exact amount of the commission will be disclosed to the client once it is determined. Effecta uses these commissions to enhance the quality of services for clients. For clients, the brokerage and any advisory services for subscribing to financial instruments through Effecta are free of charge.

9. Data Protection and Confidentiality

1. The collection, processing, and use of personal data in connection with the presentation and subscription of financial instruments are conducted in strict compliance with data protection regulations. Personal data is used to fulfil the agreed services. Further information can be found in the data protection notice available at https://www.effecta.gmbh/datenschutz.
2. Clients are required to treat the content of the acquired financial instruments as confidential. Information on issuers is only to be used for the purposes pursued in the presentation and subscription of financial instruments as outlined in these GTC.

10. Special Provisions for Brokerage of Financial Instruments

1. Effecta points out that, in the case of investment brokerage, only the statutory appropriateness check (§ 63 WpHG) is performed. No suitability assessment based on the client’s investment objectives is conducted.
2. Clients’ knowledge and experience concerning transactions with certain types of financial instruments are assessed to determine whether they can adequately evaluate the risks associated with brokerage and acquisition. If insufficient information is available for this assessment, it cannot be carried out. Clients may still decide to acquire financial instruments. The same applies if Effecta believes the client may not be able to assess the risks adequately; in such cases, the client is informed and may still choose to proceed with the acquisition.

11. Special Provisions for Brokerage of Financial Instruments via Issuance Platforms

1. Successful registration of a client on the issuance platform of a contractually bound intermediary results in a platform usage agreement between the client and the intermediary, governing access rights and usage obligations on the platform. Under this agreement, the intermediary does not act in the name, on behalf, or under the liability of Effecta. Claims from this platform usage agreement are directed exclusively against the intermediary.
2. Clients have the opportunity to subscribe to financial instruments listed by issuers on the platform, with Effecta represented by the contractually bound intermediary.
3. The information provided on the intermediary’s platform and the option to acquire financial instruments on the platform do not constitute recommendations or investment advice. Effecta does not verify whether the financial instruments offered by issuers align with the client’s investment objectives. No suitability assessment is conducted. Effecta solely provides brokerage services.

12. Special Provisions for Advisory Services for Financial Instruments
An advisory agreement between the client and Effecta is only established if explicitly communicated by the intermediary. In this case, Effecta provides advisory services aligned with the client’s investment objectives, including a suitability assessment. Effecta is represented by the contractually bound intermediary.

13. Final Provisions
Effecta reserves the right to amend these GTC at any time and without reason, with effect for the future. Amended GTCs will be sent to clients in text form at least four (4) weeks before they take effect. If clients do not object to the amended GTC within four (4) weeks of receiving the notification, the amendments will be considered accepted. Effecta will inform clients of the legal consequences of remaining silent in the amendment notification. These GTC and the legal relationship between Effecta and the clients are governed by the laws of the Federal Republic of Germany. The statutory place of jurisdiction applies.