General Terms and Conditions for the Use of Timeless New Horizon GmbH
New Horizon GmbH operates a platform (“Timeless” or the “Platform”) at www.timeless.investments and on the Timeless App (“App”) for the acquisition and trading of fractional ownership of collectibles (“Fractional Ownership“), derivative contracts whose performance is linked to the value of collectibles (“Derivatives”) and Fractional Ownership of non-fungible tokens (“NFT Fractions”) (Fractional Ownership, Derivatives and NFT Fractions together “Fractions“).
Timeless enables persons who have registered and legitimised themselves on the Platform (“Users“) to buy and trade Fractions. Furthermore, New Horizon GmbH itself sells Fractions on the Platform.
A separate agreement between you and CONCEDUS GmbH is required to trade Fractions on the Platform with other clients. CONCEDUS GmbH exercises the function of the so-called Liability Umbrella under whose liability New Horizon GmbH provides brokerage services.
These General Terms and Conditions for the Platform (hereinafter “GTC“) shall apply to all agreements concluded with the
New Horizon GmbH
Neue Schönhauser Str. 2
Managing Directors: Jan Karnath, Andreas Joebges and Malte Häusler
entered in the Commercial Register of the Charlottenburg Local Court under
HRB 199884 B
Sales tax ID: DE320311786
(hereinafter “New Horizon“)
Deviating, conflicting or supplementary GTC of a User shall only become part of the agreement if and to the extent that New Horizon has expressly agreed to their application.
Notice pursuant to Section 3 para. 2 of the German Securities Institutions Act (“WpIG“)
New Horizon is a contractually bound intermediary within the meaning of Sect. 3 para. 2 WpIG and acts as investment intermediary pursuant to Sect. 2 para. 2 no. 3 WpIG exclusively for the account and under the liability of CONCEDUS GmbH, business address Schlehenstr. 6, 90542 Eckental (“CONCEDUS“).
New Horizon has been notified to the German Federal Financial Supervisory Authority (“BaFin“) as a contractually bound intermediary of CONCEDUS and is registered in the BaFin register – contractually bound intermediaries under register number 80174023.
The BaFin register – contractually bound intermediaries is available at: https://portal.mvp.bafin.de/database/VGVInfo/
The User can download and save the current version of these GTC via the Platform.
The Timeless offer is only accessible to Users who have successfully registered on the platform.
4.Registration and Use of the Platform
The use of the platform is free of charge for Users and requires registration.
Users who are natural persons may only register if they are at least 18 years old and have unlimited legal capacity.
The prerequisite for use is that the User uses the platform on their own account. The User may not act on behalf of another person.
Multiple registrations or registration with incorrect data will not be accepted. The latter may lead to exclusion from the Platform.
For registration purposes, the User sends the data requested by Timeless during the registration process to Timeless and selects a password. Following the transmission of this data, the User receives a confirmation email at the email address provided. By clicking on the link in the confirmation email, registration is completed, and a platform usage agreement is concluded between the User and Timeless. The User has no legal claim to registration. Timeless may refuse registration at its own discretion without stating reasons. Registration via an existing social media account (e.g. Facebook) is also possible. The User may not share their password with third parties and must keep it secret and protect it from unauthorised access by third parties.
During the term of the usage agreement, the User is obliged to keep all their details up to date at all times and to notify Timeless immediately of any changes to their data.
After registration and legitimisation, the platform allows the User to use the platform and download the App free of charge. The App can be downloaded from Google Play and the Apple App Store. The App is required for the purchase of Fractions.
Furthermore, it gives the User the possibility to communicate with other Users in the future.
For the activation of the Trading Function, you must conclude a separate agreement with CONCEDUS. With the successful registration, the User commissions New Horizon as operator of the platform with the brokerage of the Fractions between the registered Users as contractually bound intermediary of CONCEDUS. At the same time, you give us your consent to process the personal data concerning you for these purposes within the meaning of Section 6 para. 1 sentence 1 a) of the General Data Protection Regulation (GDPR). CONCEDUS exercises the function of the so-called Liability Umbrella under whose liability New Horizon provides brokerage services. As part of the onboarding process, an appropriateness check and a money laundering check are carried out before trading in Fractions. The outcome of these checks may result in the User not being permitted to trade in Fractions. The outcome is at the discretion of CONCEDUS. The appropriateness check determines to what extent the financial instrument is appropriate for the User. For this purpose, the User must answer a number of questions. The money laundering check includes in particular an identity check of the User. For this purpose, it is mandatory that the User can present an official and valid photo identification document. The User will be informed of the details of the identity check during the onboarding process.
5.Conclusion of Agreements on the Platform
Purchase of Fractions from New Horizon
The presentation and advertising of the Collectibles in the App or on the website by New Horizon does not constitute a legally binding offer to conclude a Purchase Agreement.
The User can choose collectibles from the portfolio of Timeless and select them for purchase on the App via the “Purchase Fractions” button (or via a symbol image).
By clicking on the button “Purchase Fractions” the User is forwarded to the next step of the order process.
To complete the order process, the User must create a User account on the platform. Within the User account or as part of the order process, the User must provide personal data, contact information, and the billing address.
By clicking on the button “Buy Fractions now” or, if the payment method Google Pay is selected, “Pay with GPay” and if the payment method Apple Pay is selected (“Pay with Apple Pay”), the User submits a binding application to purchase the Fractions of the collectible in the shopping basket. Up to this point, the User can correct their entries at any time.
Timeless will then confirm the receipt of the User’s order by e-mail. With the confirmation of the receipt, the acceptance of the client’s offer to conclude the framework agreement is declared at the same time. New Horizon saves the text of the agreement if a Framework Agreement is concluded. This is transmitted to the client by e-mail upon conclusion of the agreement.
Insofar as the Trading Function is activated for the User, the User is granted the opportunity, at Timeless’s discretion, to offer their own Fractions purchased on Timeless for sale to registered Users who are also activated for trading via the App. Registered and activated Users are granted the opportunity to purchase such Fractions from other Users via the App. Within the scope of this Trading Function, New Horizon acts as a contractually bound intermediary of CONCEDUS, whereby New Horizon does not employ any sub-intermediaries. New Horizon acts as an intermediary on the instructions of the User without any discretionary power. The investment brokerage is carried out without giving advice to the Users.
New Horizon’s brokerage activities are subject to a statutory recording and retention obligation, in particular pursuant to Section 83 of the German Securities Trading Act (WpHG). Conversations and communications with Users in the course of the brokerage activity are recorded and the Users agree to this. A copy of the records of these conversations and communications can be made available upon request of the Users for a period of five years and – if requested by (BaFin) – for a period of seven years. As a contractually bound intermediary, New Horizon is subject to the obligation to grant CONCEDUS access to its business records at any time, within the framework of the duties and rights under supervisory law. In addition, CONCEDUS has a comprehensive right to issue instructions in the sense of securing management and control options in accordance with Section 25b para. 1 Sentence 1 KWG and Section 80 para. 6 WpHG. As a contractually bound intermediary, New Horizon is obliged to tolerate audits and inspections of its business premises by BaFin as well as the internal audit department of CONCEDUS and to cooperate in these audits.
As a contractually bound intermediary, New Horizon has entered into a separate contractual agreement with CONCEDUS, according to which New Horizon acts as a vicarious agent of CONCEDUS for the intermediation of financial instruments (hereinafter referred to as “Assumption of Liability“). According to this agreement, CONCEDUS is liable to the Users for all damages which arise due to a breach of duty by New Horizon, if and to the extent that any limitations of liability from these GTC (see Clause 7 below) or from the brokerage agreement or GTC of CONCEDUS do not conflict with this. Other activities of New Horizon, which do not include the brokerage of financial instruments, do not include the Assumption of Liability by CONCEDUS.
Offering Fractions under the Trading Function
To offer Fractions (currently only possible with Fractional Ownership and NFT Fractions), the User selects the corresponding asset via the App. Via the button “Place offer”, the User selects the number of Fractions and the Fraction price per Fraction that he/she would like to offer for sale to other Users via the App. In the next step, the User can check their offer and the underlying Trading Agreement for which the User is offering their Fractions and confirm it bindingly via the “Confirm” button. The offer is then bindingly posted on the App. After placing an offer, the User will be asked to provide their bank details, which will be used for the payment after a successful brokerage, so that the User receives the Fractions sale price. Payments are processed via the payment service provider Stripe Payments Europe Ltd.. Users who wish to sell Fractions must accept the T&Cs of Stripe Payments Europe Ltd.. After confirmation of the bank details and the acceptation of the T&Cs of Stripe Payments Europe Ltd., the selling User’s offer will be published. If an offer is not accepted by another User, the User can remove their offer. After acceptance of the offer by another User, the offer can no longer be removed. In this case, a binding Purchase Agreement is concluded for the offered Fractions. If a User is still reviewing the offer but has not yet accepted it, the offer cannot be removed, but there is not yet a binding Purchase Agreement. If a User accepts the offer and purchases the Fractions, the sale will be confirmed via the App and by email with reference to an order confirmation number. Users will receive the Trading Agreement on the App and by email.
Purchase of Fractions under the Trading Function
To buy Fractions (currently only possible with Fractional Ownership of collectibles and NFT Fractions), the User selects the corresponding asset and then checks the corresponding offer that another User has posted for sale on Timeless. The User can select an offer by clicking the “Buy” button. In the next step, the User is shown a summary of the offer with the number of Fractions, the price per Fractions, the total of the Fractions, the trading fee, and the trading contract. The “Next” button takes the User to the selection of the payment method, where he or she can choose between credit card payment and instant bank transfer. Clicking on the “Save” button takes the User to the general overview, where the User can see the summary of the offer with an additional display of the payment method and their personal data. In this step, the User can agree to the Trading Agreement and bindingly purchase the selected Fractions by clicking on the “Buy now” button. This concludes a binding Purchase Agreement. In the next step, the User receives a confirmation of the purchase via the App and by e-mail with reference to an order confirmation number.
6.Technical Availability of the Platform
The entitlement of Users to use the Platform exists only within the framework of the current state of the art. New Horizon temporarily restricts its services if this is necessary regarding capacity limits, the security or integrity of the servers or for the implementation of technical measures and this serves the proper or improved provision of the services (maintenance work). In such cases, New Horizon shall take into account the legitimate interests of the Users, e.g. by providing advance information. Clause 7 of these GTC (Liability) remains unaffected by the above provision.
If an unforeseen system failure impairs the use of the Platform, the Users will be informed in an appropriate manner.
New Horizon’s liability for damages shall be subject to the following exclusions and limitations of liability, without prejudice to other statutory requirements for claims.
New Horizon shall have unlimited liability insofar as the cause of the damage is based on intent or gross negligence.
Furthermore, New Horizon is liable for the slightly negligent breach of essential obligations, the breach of which endangers the achievement of the purpose of the agreement, or for the breach of obligations, the fulfilment of which enables the proper performance of the agreement in the first place and on the compliance with which the User regularly relies. In this case, however, New Horizon is liable only for the foreseeable damage typical for the contract. New Horizon is not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.
The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the condition of the collectible and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.
To the extent that New Horizon’s liability is excluded or limited, this shall also apply to the personal liability of employees, representatives, and vicarious agents.
8.Term and Termination
The platform usage agreement has an indefinite term and may be terminated by either party with three (3) months’ notice to the end of the month. The right to terminate for good cause remains unaffected. The termination must be in text form.
Framework Agreements concluded via the platform remain unaffected by the termination.
9.Amendment to the General Terms and Conditions
New Horizon may at any time propose to the User any amendment to these T&Cs.
Proposed changes to these T&Cs that affect fee clauses, fee regulations and main services will only become effective with the express consent of the User. New Horizon shall also draw the User’s attention to the requirement for express consent in the message with which the changes are offered. The amended GTC will also be displayed in the App. If the consent is not given in due time, New Horizon is entitled to terminate the platform usage agreement with a notice period of one month to the end of the calendar month.
The contractual relationship with New Horizon is not transferable to any other person or company without the New Horizon’s consent. New Horizon will not unreasonably withhold consent.
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods, as long as there are no mandatory statutory provisions to the contrary, and specifically to the exclusion if the Swedish Co-ownership Act 1904 (Sw. lag (1904:48 s. 1) on joint ownership).
The contractual language is German.
If any provision of these GTC is or becomes invalid, or unenforceable in whole or in part, the validity, and enforceability of the remaining provisions of these GTC shall not be affected thereby. The invalid, illegal, and/or unenforceable provision shall be deemed to be replaced by such valid, legal and enforceable provision as corresponds as far as possible to the spirit and economic purpose of these GTC and the original intention of the parties.
The European Commission’s Platform for online dispute resolution for private individuals can be used under the following link: https://ec.europa.eu/consumers/odr/. We are not willing and not obliged to participate in a dispute resolution procedure held by a consumer arbitration board.
State: 30. June 2021