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Terms and Conditions of use and services of the Goparity platform
PART I – GENERAL PROVISIONS
DUAL SERVICE MODEL
The Goparity Platform offers two distinct types of crowdfunding services provided by two separate licensed entities:
(i) Crowdlending Services (loan-based crowdfunding) are provided by POWER PARITY, S.A.(trading as Goparity), authorised and supervised by the Comissão do Mercado de Valores Mobiliários (CMVM) under Regulation (EU) 2020/1503. Users contracting for Crowdlending Services enter into a contractual relationship with Power Parity, S.A.
(ii) Crowdequity Services (equity-based crowdfunding) are provided by BOLSA SOCIAL, S.L., a wholly-owned subsidiary of Power Parity, S.A., authorised and supervised by the Comisión Nacional del Mercado de Valores (CNMV) under Regulation (EU) 2020/1503. Users contracting for Crowdequity Services enter into a contractual relationship with Bolsa Social, S.L.
The applicable regulatory framework, investor protections, costs, risks, and supervisory authority differ depending on the type of service and the Campaign in which the User participates. Prior to making any investment, Users are strongly encouraged to review the applicable Key Investment Information Sheet (KIIS) and the specific terms applicable to each service type, which clearly identify the contracting entity and the applicable regulatory framework.
This notice is provided in accordance with Article 19(1) and (5) of Regulation (EU) 2020/1503and Article 15-A of Law No. 102/2015.
1. Scope
These Terms and Conditions of Use and Services of the Goparity Platform ("Terms") establish the contractual framework governing access to and use of the Platform and the crowdfunding services provided by Goparity. They apply to all Visitors and Users of the Platform, as applicable.
2. Binding Nature and Acceptance
2.1. Acknowledgement. By creating an Account or otherwise using the Goparity Platform, You confirm that You have read, understood, and accepted these Terms together with the 2POWER PARITY, S.A., tax and corporation no. 514373822 - Rua Filipe Folque, n.º 2 – 1.º andar, 1050-110 Lisbon, Portugal Managing entity of the crowdfunding platform www.goparity.com,Registered with the CMVM, under Regulation (EU) 2020/1503Privacy Policy. If You do not agree with these Terms or the Privacy Policy, please refrain from using this Platform. Access to the Services is only available to registered Users.
2.2. Interpretation, relationship with other documents and prevalence. These Terms apply to all Visitors and registered Users, as applicable. Registered Users may act as Investors and/or Project Promoters. Specific provisions apply to Users in their capacity as Investors (Part IV) orProject Promoters (Part V) and shall be read together with the remaining provisions of these Terms. These Terms shall be read together with: (1) the Privacy Policy; (2) the Pricing; (3) any Crowdfunding Services Agreements; (4) Loan Agreements; (5) Investment Agreements; and (6)the KIIS. In the event of conflict between these Terms and any other document, these Terms shall prevail, except where mandatory law provides otherwise.
3. Definitions
Throughout these Terms, the following definitions shall apply, among others
a. "CMVM" means the Comissão do Mercado de Valores Mobiliários, the national competent regulatory and supervisory authority for crowdfunding services in Portugal(https://www.cmvm.pt/).
b. "CNMV" means the Comisión Nacional del Mercado de Valores, the national competent regulatory and supervisory authority for crowdfunding services in Spain(https://www.cnmv.es/).
c. "Conflict of Interest" means any situation in which the Goparity, its shareholders, managers, employees, or any person directly or indirectly linked to it, has interests that may compromise, or be perceived to compromise, the impartial and objective performance of its duties towards Users or between Users themselves.
d. "Crowdfunding Campaign" or "Campaign" means page made available in the Platform advertising a crowdfunding investment opportunity in a Project to be pursued by the Project Promoter using funds raised from Investors.
e. "Crowdfunding Services Agreement" means a services agreement entered into between Goparity and each Project Promoter governing complementary terms of accessing funding via the Platform.
f. "Crowdequity Services" means the equity-based crowdfunding services provided through the Goparity Platform, facilitated by Bolsa Social, S.L. under its authorisation by the CNMV, pursuant to which Investors subscribe for equity instruments (shares, convertible notes or equivalent) in Promoters, governed by Investment Agreements. Where the context requires, Crowdequity Services are distinct from Crowdlending Services and are subject to additional provisions set out in clauses 21A and 22.4A of these Terms.
g. "Crowdlending Services" means the loan-based crowdfunding services provided through the Goparity Platform, authorised by the CMVM and governed by Loan Agreements, pursuant to which Investors lend funds to Promoters on a peer-to-peer basis.
h. "Goparity" or "We" means the commercial trading name of POWER PARITY, S.A., a company incorporated and existing under the laws of Portugal, with registered office at Rua Filipe Folque, n.º 2 – 1.º andar, 1050-110 Lisboa, Portugal, which owns, manages and operates the Goparity Platform and is authorised by the CMVM under Regulation (EU) 2020/1503 as a crowdfunding services provider.
i. "Goparity Account" means the account created by a User on the Goparity Platform, which enables access to the Services once the User has completed all necessary registration and verification procedures, including KYC/AML requirements and investor profiling.
j. "Goparity Platform" means the crowdfunding platform managed by Goparity and accessible at www.goparity.com (Website) and via the mobile application. The Goparity Platform is an online crowdfunding service that facilitates the connection between Project Promoters seeking financing for their Projects and Investors providing funds in the form of loans or equity, operating on a peer-to-peer basis. The Goparity Platform offers both Crowdlending Services (loan-based) and Crowdequity Services (equity based), the latter provided through Bolsa Social, S.L. under its own licence.
k. "EU Crowdfunding Regulation" or “ECSP” means the Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service provider as well as crowdfunding-sector related delegated acts and implementing acts adopting technical standards, at EU-Level.
l. "Investor" means any natural or legal person who, after creating a Goparity Account and accepting these Terms and the Privacy Policy, lends funds to Project Promoters through the Goparity Platform via Crowdlending Services, or subscribes for equity instruments in Project Promoters via Crowdequity Services.
m. "Investment Risk Rating" means a risk category attributed to each Campaign launched in the Platform based on information provided by the Promoter and third-party sources, as per the Credit Policy available on the Website.
n. "Bolsa Social, S.L." or "Bolsa Social" means a private limited company incorporated and existing under the laws of Spain, wholly owned by Power Parity, S.A., with registeredoffice at Hermosilla 48, 28001 Madrid, Spain, which holds an authorisation issued by the CNMV to provide equity-based crowdfunding services. Bolsa Social, S.L. acts as the licensed entity for Crowdequity Services offered through the Goparity Platform.
o. "Loan Agreement" means the agreement entered into between an Investor and a Project Promoter through the Goparity Platform, setting out the terms and conditions of the loan obtained via Goparity Services.
p. "Mangopay" means MANGOPAY S.A., a company registered under number B173459 in the Luxembourg Commercial Register, authorised and supervised by the Commission de Surveillance du Secteur Financier (CSSF), with registered office at 110 route d'Arlon,L-1150 Luxembourg (www.cssf.lu), which provides payment services to Users of the Goparity Platform.
q. "Non-Sophisticated Investor" means an Investor who does not qualify as a Sophisticated Investor.
r. "Payment Account" means the electronic money account opened with Mangopay in the name of the User for the purposes of using the Services in Platform, which corresponds to the Wallet(s) held by the Users in their Goparity Accounts.
s. "Payment Services" means all payment services provided to Users within the Platform as an inherent and necessary part of the Crowdfunding Services, including the receipt, transfer and collection of funds, necessary for investing, loan repayment and charging of any Service Fees. Payment Services apply exclusively to Crowdlending Services and are provided by Mangopay as a licensed and authorized subcontractor, integrated into the Platform. For Crowdequity Services, payments are processed directly via designated escrow bank accounts as described in clauses 21A and 22.4A of these Terms.
t. "Pricing" means the document containing the Service Fees applicable to the Services, as amended from time to time, made available in the Website.
u. "Privacy Policy" means the privacy policy applicable to the Platform, the acceptance of which is required for its use.
v. "Project" means the business activity or activities for which a Project Promoter seeks funding through a Crowdfunding Campaign.
w. "Project Promoter" means any entity (whether a legal person or a sole proprietor) that seeks financing from Investors, intends to act as a borrower or issuer of equity instruments, and has created a Goparity Account and accepted these Terms and the Privacy Policy.
x. "Services" means the crowdfunding services provided by Goparity through the Platform, including both Crowdlending Services and Crowdequity Services, and the Payment Services (in the case of Crowdlending Services only).
y. "Service Fees" means the fees that may apply to the Services, as provided in the Pricing.
z. "Investment Agreement" means the agreement entered into between an Investor and a Project Promoter through the Goparity Platform in connection with a Crowdequity Campaign, setting out the terms and conditions of the equity investment, including the subscription, holding and transfer of equity instruments, and, where applicable, the terms of investment through a special purpose vehicle (SPV).
aa. "Sophisticated Investor" means a natural or legal person who qualifies as a professional client in accordance with points (1), (2), (3) or (4) of Section I of Annex II to Directive2014/65/EU, or who has been approved by Goparity, as a crowdfunding services provider, to be treated as a sophisticated investor in accordance with Annex II of Regulation (EU) 2020/1503.
bb. "Special Purpose Vehicle" or "SPV" means a legal entity established for the purposes of channelling equity investments from Investors to a Promoter through the Crowdequity Services, the shares of which are subscribed by Investors. The SPV is administered by Bolsa Social, S.L. in respect of internal and administrative matters, without intervening in the management of the Promoter's business.cc. "Terms and Conditions of Use and Services of the Goparity Platform" or "Terms" means this document.
dd. “Users” means any natural or legal person who created a Goparity Account, accepted these Terms and the Privacy Policy, and acts as an Investor or Project Promoter.
ee. "Visitors" means natural or legal persons who access the Website without having created or logged in a Goparity Account.
ff. "Wallet(s)" means the Payments Accounts available on each Goparity Account which Users use to perform financial transactions required by the Crowdlending Services.
gg. "Website" means the website www.goparity.com owned and managed by Goparity where the web version of the Platform is hosted.
4. Jurisdiction and governing law
4.1. These Terms and any disputes arising from their interpretation or performance shall be governed by Portuguese law.
4.2. Unless otherwise required by mandatory consumer protection rules, the courts of Lisbon, Portugal, shall have exclusive jurisdiction.
4.3. Notwithstanding clauses 4.1 and 4.2, Users acknowledge and accept that certain contracts and corporate documentation relating to Crowdequity Services (including, where applicable, the by-laws of the financed company, any Investment Agreements and the documentation of any SPV used to channel the investment) may be expressly governed by Spanish law and subject to the jurisdiction of the courts of Madrid, Spain, or other competent Spanish courts, as specified in such documents. In the event of any conflict between these Terms and the provisions of such specific documents, the latter shall prevail in respect of the matters expressly regulated therein.
5. Language
5.1. These Terms are made available in English, Portuguese and Spanish. In the event of inconsistency, the Portuguese version shall prevail.
PART II — TERMS OF USE OF THE PLATFORM
6. Access to the Platform
6.1. Technical access. Access to the Goparity Platform takes place through the Website via duly updated internet browsers (including Chrome, Firefox, Safari) or via the mobile application(iOS and Android).
6.2. User responsibilities. Visitors and registered Users are responsible for their internet connection, devices, and security software to ensure proper access to the Platform. Users must maintain the confidentiality of their login credentials. Any action taken through a User's Account shall be deemed to have been performed by the User, unless Goparity is notified without undue delay of unauthorised access.
6.3. Permitted use. Users may only use their Account for the purposes of using the Services - seeking financing as a Promoter or providing financing as an Investor - in accordance with these Terms and applicable law.
6.4. Prohibited conduct. The following conduct is prohibited and constitutes grounds for Account restriction, suspension, or termination without prior notice:
i. Using the Platform for unlawful, fraudulent, or abusive purposes;
ii. Attempting to gain unauthorised access to the Platform or interfere with its operation;
iii. Providing false, misleading, or incomplete information during registration or thereafter;
iv. Engaging in money laundering, terrorist financing, or any other criminal activity;
v. Use of automated systems, bots, or scripts to access or manipulate the Platform;
vi. Attempts to resell, license, or otherwise exploit the Platform for unauthorised purposes.
7. Platform Availability, Security and Resilience
7.1. Availability. The Platform is provided on an "as available" basis. Goparity does not warrant that the Platform will be uninterrupted, error-free, or free from malicious code, and does not guarantee that any particular functionality will remain available at any given time. Access maybe suspended or limited due to maintenance, updates, technical issues, or unlawful third-party activity.
7.2. Security. Goparity uses industry-standard and regulatory-required encryption, authentication, and data security measures to protect the Platform, ensure its continuous availability, and prevent unauthorised access. All transactions are logged and recorded for audit and compliance purposes.
7.3. Third-party payment services infrastructure. Certain functionalities of the Platform, including all financial transactions in the context of Crowdlending Services, are dependent on Payment Services provided by Mangopay. Goparity does not control Mangopay's systems and cannot guarantee the continuous availability of payment-related functionalities. Goparity will endeavour to communicate known Mangopay service disruptions to Users without undue delay and will take reasonable steps to minimise their impact on Users' operations on the Platform.
7.4. Operational resilience and business continuity. Goparity maintains operational resilience frameworks and business continuity arrangements designed to ensure continuity of the Platform Services and, in the event of a cessation of operations, the continued servicing of outstanding Loan Agreements through an alternative servicer or designated entity, as described in the Business Continuity Policy made available on the Website.
8. Goparity's liability in connection with Platform availability
8.1. Obligations. As described in the previous clause, Goparity seeks ensure the Platform remains available and reliable in a continuous manner to Visitors and Users. However, accessmay be suspended or limited due to maintenance, updates, technical issues, or unlawful third party activity beyond Goparity's control.
8.2. Liability. Goparity shall not be liable for damages resulting from:
i. delays, interruptions, failures or temporary unavailability of the Platform or any other technical issue caused by events beyond its reasonable control;
ii. failures of third-party infrastructure, or service disruptions attributable to Mangopay, provided that Goparity has acted in accordance with its operational resilience obligations under the applicable regulations in respect of Mangopay;
iii. malware, phishing, or other threats resulting from a User's failure to implement security measures to maintain adequate device or credential security;
iv. force majeure events, under the law.
8.3. Force majeure. Where Goparity is prevented from performing an obligation by a force majeure event, performance of that obligation is suspended for the duration of the event. Obligations that are not affected by the event continue to apply in full. Goparity's mitigation obligations include activation of its business continuity arrangements as described in the Business Continuity Policy and obligations under Regulation (EU) 2022/2554 (DORA).
8.4. Liability cap. Where liability is established under this clause, Goparity's aggregate liability to a User shall not exceed EUR 500, to the maximum extent permitted by law. This limit does not apply to liability arising from Goparity's gross negligence (“culpa grave”) or wilful misconduct (“dolo”), or to any liability that cannot be limited under applicable mandatory law.
9. Intellectual property
9.1. Platform rights. All content, software, trademarks, logos, and other intellectual property rights displayed on or associated with the Platform are the exclusive property of Goparity or Bolsa Social, S.L., or its/their licensors. Users are granted a limited, non-exclusive, nontransferable right to access and use the Platform for the purposes described in these Terms. Without Goparity's prior written consent, Users shall not: (i) copy, reproduce, modify, or distribute Platform content; (ii) create derivative works or reverse-engineer the Platform; (iii)use automated tools to extract data from the Platform; or (iv) remove, obscure, or alter any copyright, trademark, or other proprietary notices.
9.2. Campaign content. Images, trademarks, logos, and text displayed on Campaign pages referring to Promoters and/or their Projects are the exclusive property of the Promoters and may not be copied or reproduced without the Promoters' prior written consent. For permission requests, please contact the Promoter directly or hello@goparity.com.
9.3. Unauthorised use. Any unauthorised use of Goparity's intellectual property constitutes a material breach of these Terms, may result in Account termination and legal action, and gives Goparity the right to unilaterally close the User's Account or suspend access to their personal area.
10. Notices
10.1. All notices referent to these Terms and the performance of the services will be sent electronically via email or through the Platform.
10.2. Notices shall be deemed received on the date of transmission. Users agree that such communications are legally valid and effective.
11. Channels for customer support and complaints
11.1. If in doubt, we recommend consulting the Help Centre section on the Website.
11.2. Visitors and Users may contact Goparity directly for general inquiries, to clarify procedures, or to make a complaint, using the hello@goparity.com email at any time or through the mechanisms listed in the Complaints Policy made available on the Website. Where a complaint relates to Crowdlending Services, it shall be directed to Power Parity, S.A. as the entity licensed by the CMVM; where it relates to Crowdequity Services, it shall be directed to Bolsa Social, S.L. as the entity licensed by the CNMV. Where a complaint is not resolved to the User's satisfaction, the User may escalate the matter to the competent supervisory authority:(i) the CMVM (Comissão do Mercado de Valores Mobiliários, www.cmvm.pt) for complaints relating to Crowdlending Services; or (ii) the CNMV (Comisión Nacional del Mercado de Valores, www.cnmv.es) for complaints relating to Crowdequity Services, in each case as further described in the Complaints Policy. The CMVM also operates a free complaints and information service pursuant to Article 21-B of Law No. 102/2015.
PART III – GENERAL TERMS OF SERVICE
12. Nature and Scope of Goparity's Services
12.1. Regulatory status. Goparity is authorised by the CMVM as a crowdfunding services provider under EU Crowdfunding Regulation. Bolsa Social, S.L. is authorised by the CNMV to provide equity-based crowdfunding services under EU Crowdfunding Regulation. A register of authorised crowdfunding service providers is maintained by ESMA at www.esma.europa.eu. Goparity's and Bolsa Social, S.L.'s authorisation does not constitute an endorsement or guarantee of any Campaign, Project, or Promoter published on the Platform.
12.2. Services provided. Goparity operates and maintains the Platform and provides the technical and administrative infrastructure necessary to facilitate the connection between Investors and Project Promoters, enabling the conclusion of Loan Agreements and Investment Agreements on a peer-to-peer basis. Goparity's services include the publication of Crowdfunding Campaigns, investor onboarding and classification, credit risk assessment, loanfacilitation, and the servicing of Loan Agreements following disbursement, including collection, distribution of repayments, and default management on behalf of Investors.Crowdequity Services, including the facilitation of equity-based Campaigns, the conclusion of Investment Agreements, and the administration of SPVs (where applicable), are provided byBolsa Social, S.L. under its own CNMV licence. Notwithstanding, Power Parity, S.A. retains full responsibility for compliance with its obligations as a CMVM-authorised crowdfundingservices provider in respect of Crowdlending Services, and Bolsa Social, S.L. retains full responsibility for compliance with its obligations as a CNMV-authorised crowdfunding servicesprovider in respect of Crowdequity Services. Users entering into a Investment Agreement enter into a contractual relationship with Bolsa Social, S.L. as the licensed entity for that modality.
12.3. Payment Services. All payment services on the Platform in connection with Crowdlending Services - including the opening and management of Wallets, the receipt, transfer and collection of funds, and the processing of investments and repayments - are provided by Mangopay S.A., an electronic money institution authorised and supervised by theCommission de Surveillance du Secteur Financier (CSSF) in Luxembourg. Users are required to open a Wallet with Mangopay in order to access the financial functionalities of theCrowdlending Services, and by doing so enter into a direct contractual relationship with Mangopay governed by Mangopay's own terms and conditions. Goparity is not a party to thatrelationship and does not provide payment services in its own right. All transactions aredenominated in euros (€), unless expressly stated otherwise in the relevant Campaign terms.For Crowdequity Services, payments are made by bank transfer or card directly to a designatedescrow account, as further described in clause 22.4A of these Terms.
12.4. Payment Services Infrastructure. The financial functionalities of the Platform in relationto Crowdlending Services rely on Mangopay's payment infrastructure. Goparity maintainsoversight arrangements in respect of Mangopay in accordance with its obligations underRegulation (EU) 2022/2554 (DORA), but does not control Mangopay's systems and cannotguarantee the continuous availability of payment-related functionalities. In the event of aMangopay service disruption, Goparity will endeavour to inform Users without undue delayand take all reasonable steps to minimise the impact on their operations. Goparity's liabilityfor disruptions attributable to Mangopay is governed by clause 21.
12.5. Debt collection in the event of default. In the event of a Promoter's default under a Loan Agreement, Goparity may, acting under the mandate granted by Investors pursuant to clause 19, appoint specialised third-party debt collection agencies or legal counsel to conduct recovery proceedings on behalf of Investors, whether judicially or extrajudicially. Goparity does not guarantee the recovery of any outstanding amounts and is not liable for the outcome ofrecovery proceedings conducted in good faith.
12.6. Role of Goparity. Goparity acts exclusively as an intermediary. It is not a party to anyLoan Agreement or Investment Agreement, and does not act as lender, borrower, equityinvestor, guarantor, or insurer in relation to any financing concluded through the Platform.Goparity does not underwrite, co-invest in, or provide any form of capital guarantee in respectof any Campaign, except for possible collaboration with third-party providers and in theirrepresentation.
12.7. No advice. Goparity does not provide investment, financial, legal, or tax advice. Allinformation made available through the Platform - including Campaign materials, KIISdocuments, Investment Risk Rating assessments, and any educational content - is providedfor informational purposes only and may not be relied upon as the basis for any investmentor financing decision. Users are solely responsible for assessing the suitability and risks of eachtransaction and are encouraged to seek independent professional advice where appropriate.
12.8. No guarantee of outcomes. Goparity does not guarantee that any Campaign will reachits funding target, that any Loan Agreement or Investment Agreement will be performed, orthat any invested capital or interest will be repaid or that any equity investment will yield areturn. The risks inherent in crowdfunding investments are set out in the KIIS applicable toeach Campaign.
13. Geographical availability of the Services
13.1. EU access. Goparity is authorised by the CMVM as a crowdfunding services provider under EU Crowdfunding Regulation and may provide its Crowdlending Services across EU Member States. Bolsa Social, S.L. is authorised by the CNMV and may provide its Crowdequity Services across Portugal and Spain.
13.2. Non-EU access. The Platform is directed at Investors resident or established within the EU. Users resident or established outside the EU who access the Platform as Investors do so entirely at their own initiative and risk and are solely responsible for compliance with the laws of their jurisdiction.
13.3. Restricted jurisdictions. Goparity reserves the right to restrict access to the Platform from any jurisdiction subject to EU or UN sanctions or designated as high-risk by the FATF, or in countries where the Payment Services are not made available by Mangopay according to their own policies, or otherwise, in countries which Goparity (including Bolsa Social) is legally restricted to provide Services, or commercially decides not to target. Users may not access or use the Platform in circumvention of applicable sanctions laws.
13.4. User representation. By registering on the Platform, each User represents and warrants,on a continuing basis, that accessing and using the Platform and the Services is lawful underthe laws of their jurisdiction of residence or establishment.
14. User registration and eligibility to use the Services
14.1. General requirements. Whether intending to act as an Investor or a Promoter, registration as a User requires:
i. Creation of an Account with a valid e-mail address and password;
ii. Completing the registration and authentication process in the Platform and providing the legally required documentation;
iii. Acting in the user’s / legal entity’s own name and behalf when using the Platform and the Services;
iv. Being based in a country in which Goparity or Bolsa Social, S.L. (as applicable) offers Services under clause 13;
v. Accepting these Terms and Privacy Policy of the Goparity Platform as well as Mangopay's Terms of Service (for Crowdlending Services);
vi. All information Users provide when subscribing, or provided while using Services, is true, accurate and up to date;
vii. Top-up the Wallet associated with Users’ Account in sufficient funds to enable the execution of Payment Services necessary for the financial operations within the Platform.
14.2. Additional requirements for natural persons. In addition to the general requirements set out in clause 14.1, natural persons must:
i. Being at least 18 years of age, or be of legal age to invest under the legislation applicable to their country of residence;
ii. Having full legal capacity to accept these Terms and be a party to financial services agreements.
iii. Providing personal identification data, such as i) name, ii) email, iii) taxpayer number and citizen card;
iv) contact details and address;
v) bank account identification number, under the applicable regulations, subject to Goparity's Privacy Policy and only in the event of payout.
14.3. Additional requirements for legal entities. In addition to the general requirements setout in clause 14.1, legal entities must satisfy the following:
i. The legal entity is duly incorporated as a company, association or otherwise, and takes a legal form accepted by both Goparity and Mangopay.
ii. There’s a legal representative of the legal entity that has full authority to legally bind the to these Terms;
iii. The legal entity does not carry out activities prohibited by law;
iv. Providing corporate information data such as: i) Company name; ii) company email address; iii) headquarters, iv) articles of association of the legal entity; certificate of registration in the companies register, v) bank account details, vi) identification and proof of authority of directors, legal representatives, and shareholders holding 25% or more of the share capital or equivalent ownership interest and vii) surname, first name, date of birth, nationality and country of residence of the legal representative, under the applicable regulations and subject to Goparity's Privacy Policy.
14.4. Strong customer authentication (SCA). During registration and subsequently, the User may be required to complete a strong customer authentication procedure as required by applicable legislation. Failure to complete this procedure may result in inability to complete registration, suspension of the Account, or restriction of certain functionalities.
14.5. Ongoing accuracy. Users must keep their registration information permanently updated. In the event of any change, Users should update their personal area or contactGoparity without undue delay. Users are solely responsible for the consequences of providing erroneous, false, or outdated information.
15. AML/KYC Obligations
15.1. Goparity is subject to anti-money laundering and counter-terrorist financing obligations under Law 83/2017 of 18 August and applicable EU law. The full framework applicable to Users is set out in the Anti-Money Laundering and KYC Policy available on the Website, which forms part of these Terms.
15.2. Goparity may be required by law to report suspicious transactions or activities to the competent authorities, including the Departamento Central de Investigação e Acção Penal(DCIAP). Goparity is legally prohibited from informing the User that such a report has been made or that an investigation is underway. No liability shall attach to Goparity for any losses resulting from Account restrictions, transaction refusals, or termination of the relationship taken in good faith in fulfilment of its AML/KYC obligations.
16. Users' responsibilities regarding access and use of the Platform
16.1. Responsibility for conditions to access the Platform. Visitors and registered Users are responsible for their internet connection, devices, and security software to ensure proper access to the Platform and use of the Services.
16.2. Responsibility for Account security. Users must maintain the confidentiality of theirlogin credentials. Any action taken through a User's account shall be deemed to have been performed by the User, unless Goparity is previously notified without undue delay of unauthorised access.16.3. User Conduct.
16.3.1. Permitted Use. Users may only use their Account in the Platform for the purposes ofusing the Services – i.e., seeking financing as a Promoter or providing financing as an Investor,and in accordance with these Terms and applicable law.
16.3.2. Forbidden behaviour. Any of the following conducts constitute User forbiddenbehaviour and constitute grounds for account restriction, suspension or blockage withoutprior notice:
i. Using the Platform for unlawful, fraudulent, or abusive purposes;
ii. Attempting to gain unauthorised access to the Platform or interfere with its operation;
iii. Providing false, misleading, or incomplete information during registration or thereafter;
iv. Engaging in money laundering, terrorist financing, or any other criminal activity;
v. Use of automated systems, bots, or scripts to access or manipulate the Platform;
vi. Attempts to resell, license, or otherwise exploit the Platform for unauthorised purposes.
17. Platform availability, security and resilience
17.1. Access to the Platform. Access to the Goparity Platform takes place through the Website via duly updated and certified internet browsers (Internet Explorer, Chrome, Firefox, Safari) or via mobile apps (iOS and Android).
17.2. Availability. The Platform is provided on an "as available" basis. Goparity does not warrant that the Platform will be uninterrupted, error-free, or free from malicious code, and does not guarantee that any particular functionality will remain available at any given time.
17.3. Security and reliability. Goparity uses industry-standard and regulatory-required encryption, authentication, and data security measures to protect the Platform, ensure its continuous availability as well as to prevent any unauthorized access.
17.4. Third-party Payment Services infrastructure. Certain functionalities of the Platform, including all financial transactions in the context of Crowdlending Services, are dependent on Payment Services provided by Mangopay. Goparity does not control Mangopay's systems and cannot guarantee the continuous availability of payment-related functionalities. Goparity will endeavour to communicate any potential and known Mangopay service disruptions to Users without undue delay and will take reasonable steps to minimise their impact on Users' operations on the Platform.
18. Operational resilience and business continuity
18.1. Goparity maintains operational resilience frameworks designed to ensure continuity of the Platform services, as described in the Continuity Policy made available on the Website.
18.2. Goparity maintains business continuity arrangements designed to ensure that, in the event of a cessation of operations, the servicing of outstanding Loan Agreements may continue through an alternative servicer or designated entity. Such arrangements aim to minimise disruption to Users.
19. Crowdfunding Campaigns
19.1. Prior due diligence. Before publishing a Campaign on the Platform, Goparity (or BolsaSocial, S.L. in the case of Crowdequity Campaigns) performs a review of the informationprovided by the Promoter, as provided for in Clause 33.
19.2. Liability over content and information. While Goparity performs checks to verify thatsuch information is accurate and up to date, it does not guarantee, and cannot be held liablefor its completeness, accuracy, or timeliness.
19.3. Key Investment Information Sheet. Each Campaign is accompanied by a Key InvestmentInformation Sheet (KIIS). KIIS provides key information about the Promoter, the Project,including the main features of the investment, the associated risks, and the rights andobligations of the parties, in accordance with applicable law. The Promoter is solely responsiblefor the accuracy and completeness of the information contained therein.
19.4. Investment Risk Rating. Goparity assigns each Crowdlending Campaign an Investment Risk Rating based on information provided by the Promoter and third-party sources, as per the Credit Policy available on the Website. Investment Risk Ratings are indicative only and do not constitute a recommendation, guarantee, or assessment of creditworthiness. For more information, please check the Frequently Asked Questions (FAQs) available on the Website.
20. Conflicts of Interest
20.1. Goparity maintains and applies internal policies to identify, prevent and manage conflicts of interest between Goparity and Bolsa Social, S.L. and Users, as well as Investors and Promoters, that may arise in connection with the operation of the Platform, according to the Conflict of Interest Policy made available on the Website.
20.2. Where a conflict of interest cannot be effectively prevented, Goparity (or Bolsa Social, S.L., as applicable) shall disclose the nature and source of such conflict to the affected Users before the relevant transaction is concluded.
21. Loan terms (Crowdlending Services)
21.1. Prior acceptance. Before investing in any Crowdlending Campaign, the prospect Investor is advised to read and accept the draft Loan Agreement made available on the Platform for that Campaign. All Loan Agreements concluded through the Platform are in any event governed by the framework terms set out in this clause. The information in this clause is provided for information purposes as the Campaign-specific Loan Agreement terms shall prevail, in case of discrepancy.
21.2. Content of Loan Agreements. Each Loan Agreement identifies the parties and specifies the loan amount, interest rate, repayment schedule and instalment frequency, applicable daycount convention (30/360), and any securities or guarantees as disclosed in the relevant KIIS.
21.3. Instalment calculation. Loans bear an interest rate and are repaid in monthly, quarterly,biannually or anually instalments, each comprising a principal and an interest component, calculated as follows:
Instalment = Investment × [rate × (1 + rate)n] / [(1 + rate)n − 1]
21.4. Conclusion and electronic execution. A Loan Agreement is concluded when an Investormakes an investment offer through the Platform and the Campaign reaches its full fundingtarget, subject to the expiry of any applicable cooling-off period and the constitution of anyrequired securities or guarantees. Loan Agreements are entered into electronically, exceptwhere, in accordance with applicable law, execution by one or both parties is required, in whichcase, Goparity will facilitate signature logistics. Upon conclusion of the agreement, it is madeavailable in the Investor’s personal area and confirmed to the Investor by email, together withthe amortisation schedule.
21.4.1. Repayment obligations. The Promoter shall:
i. repay principal and interest strictly in accordance with the agreed repayment scheduleand ensure their Mangopay wallet is replanished by the time of date outlined in therepayment schedule, accordingly to international payment and transfer rules;
ii. pay default interest in the event of late or non-payment;
iii. bear all costs associated with debt recovery, including legal and enforcement costs;
iv. use disbursed funds exclusively for the purposes described in the Campaign and KIIS. Late or non-payment by a Promoter affects Investors on a pro rata basis by reference to each Investor's share of the total loan amount.
21.5. Securities and guarantees. Any securities or personal / corporate guarantees, if applicable, will be referred in the Campaign page and in the KIIS.
21.5.1. Liability in relation to guarantees and protection mechanisms. Where an investment opportunity includes collateral, personal guarantees, or other protection mechanisms, their creation, validity, maintenance, and eventual enforcement are the responsibility of the Promoter and, where applicable, of the entities or individuals providing and/or guaranteeing them. Goparity may review the information and documentation made available in relation to such guarantees as part of its internal risk assessment and monitoring processes, in accordance with applicable policies and procedures. Such review constitutes an obligation of means and is intended solely for Goparity's internal processes. It does not constitute a guarantee, certification, or independent confirmation as to the legal validity, sufficiency, valuation, priority, enforceability, or recovery capacity associated with any such guarantees.
The existence of guarantees or other protection mechanisms does not eliminate the risks inherent to the investment, including the possibility of payment delays, recovery below the amount invested, or partial or total loss of invested capital. Without prejudice to any mandatory legal provisions applicable, Goparity shall not be liable for losses or damages arising from the invalidity, insufficiency, devaluation, ineffectiveness, or unenforceability of any guarantees, except where such situations result from willful misconduct, gross negligence, or breach of legal or regulatory duties directly attributable to Goparity. Nothing in this clause limits any rights conferred on users by applicable law.
21.5.2. Mandate for the creation, management, and enforcement of guarantees. By accepting these Terms and Conditions, the Investor grants Goparity a mandate with powers of representation to act on their behalf and for their account in relation to all acts necessary for the creation, formalisation, registration, amendment, management, renegotiation, and enforcement of collateral, personal guarantees, or other protection mechanisms associated with the Loan Agreements identified in the relevant crowdfunding campaign and in the applicable KIIS. Where operationally appropriate or legally permissible, Goparity may exercise this mandate jointly or on an aggregated basis on behalf of Investors holding rights related toone or more financing transactions of the same Promoter, where this proves appropriate for the coordinated management of guarantees, restructurings, or recovery proceedings and does not prejudice the interests of the Investors involved. The mandate covers, in particular:
i. the execution, signing, or acceptance of documents relating to the creation, amendment, or termination of guarantees;
ii. the performance of acts, communications, and formalities necessary for the irregistration, validity, effectiveness, enforceability, or enforcement;
iii. the representation of the Investor before administrative or judicial authorities, land registries, notaries, enforcement agents, external representatives, and other competent entities;
iv. the adoption of measures aimed at the preservation, enhancement, or recovery of assets provided as security;
v. the negotiation of contractual amendments, restructurings, repayment plans, moratoria, additional security, or recovery solutions, in the event of actual or foreseeable default;
vi. the initiation of judicial, enforcement, arbitration, or out-of-court proceedings that prove appropriate for the protection of the Investors' interests.
The mandate is likewise granted in the common interest of the Investors covered by the relevant Loan Agreement and for the purposes of the adequate operational management of the underlying legal relationship. Save where mandatory legal provisions provide otherwise, the mandate shall remain in force for as long as any obligations, claims, current or contingent liabilities, or proceedings relating to the relevant Loan Agreement subsist, and may not be individually revoked by the Investor where such revocation would prejudice the rights or legitimate interests of the other Investors or the joint management of the transaction. The mandate shall terminate automatically upon the full discharge of the relevant obligations and the reasonable completion of the acts necessary to close the transaction. Goparity shall exercise the powers granted under this mandate in good faith, with diligence and proportionality, having regard to the collective interests of the Investors involved, without assuming any guarantee of outcome as regards the recovery of claims or the enforcement of guarantees.
21A. Equity Terms (Crowdequity Services)
21A.1. Prior acceptance. Before investing in any Crowdequity Campaign, the prospective Investor must review the open Campaigns and the applicable KIIS (prepared in compliance with CNMV requirements and applicable European Regulation) and accept all applicable documentation including, where relevant, the Investment Agreement of the SPV and the terms of the SPV's investment in the underlying company.
21A.2. Content of Investment Agreements. Each Investment Agreement shall specify, as applicable: (i) the amount of the investment and the corresponding equity instruments to be subscribed; (ii) the valuation and/or pricing basis of the equity investment; (iii) the rights and obligations attached to the equity instruments or SPV interests, including economic and governance rights, as applicable and (iv) any applicable transfer restrictions, lock-up provisions or exit mechanisms.
21A.3. Conclusion and execution. An Investment Agreement is concluded when: (i) an Investor submits a subscription through the Platform; (ii) the Promoter accepts such subscription; (iii) the Campaign reaches its funding target; and (iv) all applicable corporate formalities have been completed (including, where relevant, the notarial execution and registration of a capital increase or the issuance of equity instruments through an SPV). Once concluded, the relevant documentation and confirmations are made available in the Investor's and Promoter's personal areas, and Investors receive confirmation by email.
21A.4. SPV structure. Where the investment is channelled through an SPV, Investors on the Platform will become shareholders of such SPV, which in turn will hold the equity stake in the financed company. The SPV will be governed by a specific shareholders' agreement and will be administered by Bolsa Social, S.L. with respect to internal and administrative matters(including, without limitation, convening general meetings and handling tax filings), without intervening in the management of the financed company's business.
21A.5. No right to repayment. Equity investments do not grant Investors any right to repayment of the invested capital and are subject to the risk of partial or total loss of such capital. In the event of the Promoter's insolvency, liquidation or dissolution, Investors shall rank in accordance with the applicable insolvency and corporate law, and any recovery shall depend on the remaining assets of the Promoter after satisfaction of creditors' claims.
21A.6. Contractual counterparty. For Crowdequity Services, the User's contractualcounterparty is Bolsa Social, S.L. as the licensed entity for equity-based crowdfunding underCNMV authorisation. The applicable entity, licence and supervisory authority are identified oneach Crowdequity Campaign page and in the pre-contractual documentation provided priorto any investment decision.
22. Financial transactions within the Platform
22.1. Wallet Requirement. All financial transactions (payments, transfer and receipt of funds and collections) on the Platform in relation to Crowdlending Services require the User to open a Wallet with MANGOPAY. Users may only invest or receive funds through their Wallet. The Wallet enables the receipt, storage, transfer, and repayment of funds in electronic money. For Crowdequity Services, payments are made by bank transfer or card directly to a designated escrow account; no Mangopay Wallet is required. Further details on Crowdequity payment mechanics are set out in clause 22.4A of these Terms.
22.2. User relationship with Mangopay. The acknowledgement and acceptance of the Terms of Service of Mangopay and Mangopay's Privacy Policy is necessary and mandatory upon creation of an Account on the Platform (for Users intending to use Crowdlending Services).These are also made available in permanence for consultation on the Website.
22.3. Mandate. Whether an Investor or Promoter, Users are required to hold a payment account with Mangopay in order to use the crowdlending services. By accepting these Terms, Users authorise and appoint Goparity as their proxy to manage certain aspects of their Mangopay account, namely the following actions:
i. Access and consult the balance and transaction history of Payment Accounts [i.e. Wallet(s) in Goparity Account]. This access is necessary for Goparity to processinvestments, repayments, and automated investment instructions (auto-investments)through the platform;
ii. Initiate transfers (including payouts) from the User’s Mangopay account strictly within the scope permitted on the Platform. This functionality is essential to ensure the proper execution of payments on the platform, including repayments and returns related to investments.
Goparity will inform Mangopay of this authorisation, which may be revoked at any time by notifying both Goparity and Mangopay in writing. Revoking this authorisation may result in the suspension or closure of the User’s Goparity account, as it may prevent us from providing the necessary services.
22.4. Funding the Wallet. Investors may top-up their Wallet at any time by bank transfer,debit card, or credit card (for Crowdlending Services). Funds must be cleared up and availablein the Wallet before being committed to investments. Users are solely responsible for ensuringsufficient funds are available in their Wallet to meet investment or repayment obligations.Goparity shall not be liable for failed transactions resulting from insufficient balances, incorrectinstructions, or bank errors.
22.4A. Crowdequity Payments. For Crowdequity Services, the Investor shall make the contribution payment by bank transfer or card to the designated escrow account indicated foreach specific Campaign on the Platform. Funds will be received and held in a segregated escrow account opened for the relevant project or SPV and will only be released to the corresponding Promoter or SPV once the funding period has ended and the Campaign reaches or exceeds 100% of the established funding target. If the selected Campaign does not achieve the expected funding target within the specified period, no charges will be made to Investors and any amounts already transferred will be returned without undue delay.
22.5. Withdrawals. Users may withdraw available funds from their Wallet to their designatedbank account (for Crowdlending Services), subject to applicable Service Fees that may applyunder the Pricing available on the Website. Withdrawals may only be made to accounts heldin the User's name and verified by Goparity.
22.6. Wallet (In) activity.
22.6.1. Applicability. A Wallet may be classified by Goparity as inactive where no manualinvestment or auto-investment, of any amount, has been made by the User in anyCrowdlending Campaign through the Platform for a continuous period of twelve (12) monthsfollowing the creation of their User Account.
22.6.2. Exclusions: The following Wallets shall not be classified as inactive:
i. Wallets held by Project Promoters who have ongoing Loan Agreements originated through the Platform, irrespective of their repayment status; and
ii. Wallets held by Investors with outstanding amounts due in connection with Loan Agreements, due to Promoter arrears or default.
22.6.3. Inactivity Fee. Goparity reserves the right to subject inactive Wallet to the application of an inactivity fee, by direct debit as set out in the Pricing, charged on an annual basis, where applicable. Goparity may notify the User prior to the application of any inactivity fee. The inactivity fee will be limited to the positive balance available in the relevant Wallet.
22.6.4. Account closure and termination. Where the relevant Payment Account (Wallet) remains inactive for a period of 5 (five) subsequent years, the User has no ongoing Loan Agreements, and the balance of the Payment Account is zero, Goparity reserves the right to terminate these Terms and deactivate the User's account.
22.6.5. Mangopay independent rules. The classification of a Wallet as inactive by Goparity is without prejudice to any rules, classifications or fees applied by Mangopay in relation to such User's Payment Account. Goparity shall not be held liable for any fees, charges, restrictions or sanctions applied by Mangopay in this context.
23. Service Fees
23.1. The act of investing in the Platform via Crowdlending Services has no costs for the Investor. Certain transactions, including withdrawals of funds, the use of the Bulletin Board or payment recovery, may be subject to fees as detailed in the Pricing.
23.1A. For Crowdequity Services, investing is subject to Investor fees as detailed in the Pricing and as further described in the applicable KIIS and investment documentation.23.2. Fees applicable to the Services are detailed in the Pricing available on the Platform.
23.3. Goparity reserves the right to update the Pricing periodically. Updates shall becommunicated in advance and shall apply to future transactions only.
24. Tax framework
24.1. Goparity is not responsible for any type of tax failure or non-compliance from either Promoters or Investors that may result in damages or losses for them. Users should seek independent advice to understand their tax obligations.
24.2. For the purposes of complying with the processing of tax obligations, Investors who are not tax resident in Portugal and without a tax identification number in Portugal, authorise the Goparity platform to request a provisional tax identification number from the Portuguese Tax Authority for this sole purpose.
24.3. Investor Taxation – Crowdlending Services. Interest income earned by Investors from Crowdlending Services facilitated by Goparity may be subject to withholding tax at the legal rate in force in Portugal at the time it is earned. For Investors resident in Portugal, tax is withheld at source by Goparity where applicable. For Investors resident in other EU member states or third countries, withholding obligations may vary according to applicable law. Regardless of their country of residence, Investors remain solely responsible for declaring and paying any taxes due on interest income in their own jurisdiction of residence, including any obligation to report foreign-sourced income.
24.4. Investor Taxation – Crowdequity Services. Capital gains or other returns on equity investments through Crowdequity Services facilitated by Bolsa Social may be subject to taxation in accordance with applicable Spanish law. For Investors resident in Spain, tax obligations shall be determined in accordance with Spanish fiscal legislation in force at the time the return is earned. For Investors resident outside Spain, whether in other EU member states or third countries, withholding or reporting obligations may vary according to applicable law. Regardless of their country of residence, Investors remain solely responsible for declaring and paying any applicable taxes in their own jurisdiction of residence, including any obligation to report foreign-sourced income. Neither Goparity nor Bolsa Social provides tax advice in relation to Crowdequity Services.
24.5. Promoter Taxation – Crowdlending Services. Promoters established in Portugal are subject to withholding tax on interest payments made to Investors under Crowdlending Services, and Goparity is legally obliged to withhold and remit such tax on their behalf in accordance with Portuguese law. Promoters established in other EU member states or third countries are solely responsible for fulfilling all tax and withholding obligations arising in their jurisdiction of establishment in connection with loans obtained through the Platform, including any obligations that may arise under their local law as a result of receiving financing from a Portuguese-regulated platform. Goparity has no role in, and accepts no liability for, the tax compliance of non-Portuguese Promoters.
24.6. Promoter Taxation – Crowdequity Services. Under Spanish law, Promoters participating in Crowdequity Services facilitated by La Bolsa Social are solely responsible for fulfilling all tax obligations arising in connection with equity financing obtained through the Platform, including any withholding or reporting obligations in their jurisdiction of establishment, whether in Spain, other EU member states, or third countries. La Bolsa Social and Goparity have no role in, and accept no liability for, the tax compliance of Promoters in relation to Crowdequity Services.
25. Illiquidity of Investments and Assignment of Positions
25.1. Investments made through the Platform are inherently illiquid. Investors may not be able to exit an investment prior to its maturity, except through the assignment mechanism described below (for Crowdlending Services).
25.2. Investors may advertise their intention to transfer or acquire existing contractual positions in Loan Agreements to other registered Users, through the Platform's bulletin board("Secondary Market").
25.3. A loan credit may be assigned at par value, provided that the following operational and risk eligibility criteria are met:
i. The relevant Loan Agreement has entered into force;
ii. The possibility of assignment has not been restricted by Goparity for the purpose of protecting prospect Investors' interests;
iii. The relevant Promoter is not in arrears, nor subject to coercive debt recovery procedures under Clause 26, and has not been in such situation in the preceding six(6) months;
iv. Where the loan has been subject to restructuring, a curing period of at least six (6)months has elapsed without indications of heightened risk of default.
25.4. Any assignment shall only become effective upon the execution of an assignment agreement between the transferring and acquiring parties, subject to acknowledgment by Goparity. Goparity may make available a standard template for such agreement.
25.5. Equity investments through Crowdequity Services are illiquid and do not benefit from a secondary market mechanism on the Platform. Investors in Crowdequity Campaigns may not transfer or sell their equity instruments or SPV interests except as permitted by the applicable Investment Agreement, corporate documents, and Spanish law.
26. Loan default management and debt recovery
26.1. Risk situations and default monitoring. Goparity continuously monitors the performance of the financing operations made available on the Platform and may track situations of delay, increased risk of default, or effective default by Promoters. Where appropriate, Goparity may engage external specialized entities, including consultants, legal representatives, or debt recovery service providers, with a view to protecting the interests of Investors.
26.2. Statistical information on defaults. Goparity makes available on its website annual statistical information relating to the history of defaults, recoveries, and the overall performance of the financing operations made available on the Platform, in accordance with the legislation and regulations applicable to the crowdfunding sector.
26.3. Default interest. Promoters who are in arrears in the payment of any amounts due under the relevant financing agreement may be subject to default interest, as contractually agreed or as legally applicable.
26.4. Mandate for default management and debt recovery. Without prejudice to the provisions of Clause 21.5.2, Investors hereby grant Goparity a mandate with powers of representation to carry out, in their name and on their behalf, the acts reasonably necessary for the management of situations of imminent or effective default by Promoters. Within the scope of this mandate, Goparity may, in particular:
i. Negotiate with the Promoter amendments to repayment conditions, payment schedules, grace periods, or settlement arrangements;
ii. Enter into debt restructuring, refinancing, or settlement agreements;
iii. Represent Investors, directly where legally permissible or through duly qualified external representatives, in judicial or arbitral proceedings and in negotiations or extrajudicial procedures, in Portugal or abroad;
iv. Participate in creditors’ meetings, assemblies, or equivalent proceedings;
v. Carry out the acts and execute the documents reasonably necessary for the collection, recovery, or safeguarding of Investors’ credit rights.
Goparity shall act in good faith and with due diligence, seeking at all times to adopt the measures it considers most appropriate to protect the best interests of the Investors involved, without any guarantee of outcome.
26.5. No guarantee of recovery. Recovery processes are uncertain and may not result in the full recovery of outstanding amounts. Goparity does not guarantee repayment of principal or interest and shall not be liable for unrecovered amounts, even after pursuing recovery actions in good faith. The Investor expressly accepts that any loss resulting from a loan granted, even after a recovery process, a judicial and/or extrajudicial action and/or a modification and/or restructuring, will be the sole responsibility of the Investor.
26.6. Possibility of non-litigious debt restructuring actions. Goparity may restructure or modify a Loan Agreement if reasonably considered to be in the best interest of Investors, provided Investors are duly informed. Debt restructuring shall be considered a preferable alternative to enforcement proceedings where the likelihood of voluntary repayment under a revised payment plan exceeds the expected recovery through judicial debt collection.
26.7. Coercive debt recovery. In the event of default, and where debt restructuring is found inviable or contrary to Investors' interests, Goparity may, on behalf of Investors, initiate coercive recovery measures.
26.7.1. Costs of recovery. All costs and expenses associated with recovery (including legal fees and enforcement costs) shall be borne by the Promoter. Where recovery from the Promoter is insufficient, such costs may be deducted proportionally from amounts recovered for Investors.
26.7.2. Distribution of recovered amounts. Any amounts successfully recovered shall be distributed to Investors on a pro rata basis by reference to the amounts individually invested, net of applicable costs and taxes incurred by Goparity which could not be covered by the Promoter due to insufficient funds.
26.8. Discretion not to pursue recovery actions and Investors’ right to act independently. Not withstanding the mandate granted under clause 26.4.,. Goparity reserves the right, at its sole discretion, to decide not to initiate or to discontinue any recovery, restructuring, judicial or extrajudicial action, where it reasonably considers that such action would be disproportionate, economically inefficient, or unlikely to result in a meaningful recovery for Investors. In such circumstances, Investors shall be duly informed, and nothing in these Terms shall prevent Investors from individually pursuing recovery actions by their own means and at their own cost and risk, directly against the Promoter, under the applicable law and the relevant Loan Agreement.
27. Data processing
27.1. Personal data. The Services entail collection, processing, and storage of personal data by Goparity and Bolsa Social, S.L. and any affiliates. The processing of personal data by Goparity is governed by the applicable legislation, data processing agreements entered into with third-parties and by the Privacy Policy, available on the Website, which forms an integral part of these Terms.
27.2. Compliance. All transactions are logged and recorded for audit and compliance purposes.
28. Goparity's liability in connection with the Services
28.1. Contractual and regulatory responsibilities. In providing crowdfunding services through the Platform, Goparity undertakes to:
i. act honestly, fairly, and professionally in the best interests of Users, in accordance with EU Crowdfunding Regulation and the general principle of good faith under the Portuguese Civil Code, and its authorisation granted by the CMVM, as well as all applicable Portuguese and EU regulations governing crowdlending services, including investor protection and information obligations.
ii. maintain the Platform and associated infrastructure with the level of care and diligence required of a regulated crowdfunding services provider, including compliance with its ICT risk management and operational resilience obligations under Regulation (EU)2022/2554 (DORA);
iii. perform prior due diligence on Promoters and Campaigns before publication, in accordance with its Credit Policy available on the Website, as an obligation of means and not of result;
iv. manage Wallet transactions, loan servicing, and, where applicable, debt recovery proceedings on behalf of Investors, acting under the mandate granted pursuant to clause 21.5.2 and in accordance with these Terms;
v. maintain and apply a conflicts of interest policy, a complaints handling procedure, and an investor protection framework in accordance with applicable regulatory requirements; and
vi. communicate material information to Users without undue delay, including in the event of Platform disruptions, ICT incidents, or changes to the Terms.
28.1A. In providing Crowdequity Services through the Platform, Bolsa Social, S.L. undertakes to act in compliance with its CNMV authorisation, applicable Spanish law, and EU crowdfunding regulations, including investor protection and information obligations.
28.2. Liability exclusions. Goparity (and Bolsa Social, S.L. when applicable), is not liable for:
i. losses resulting from the default, insolvency, or non-performance of a Promoter, orfrom the insufficiency of any guarantee or security provided in connection with a Loan Agreement;
ii. losses resulting from the failure of a Promoter to perform its obligations under aInvestment Agreement, or from the performance or value of any equity investment made through Crowdequity Services;
iii. failed or delayed transactions attributable to Mangopay's payment infrastructure or toa User's failure to maintain sufficient funds in their Wallet, in the context of Crowdlending Services, provided Goparity has fulfilled its third-party oversight obligations under applicable law, including DORA Article 30;
iv. unavailability of the Platform or transaction failures resulting from scheduled maintenance or technical interventions communicated to Users in advance;
v. costs and expenses incurred in connection with AML, fraud, or identity verification checks carried out on User accounts by Mangopay or Goparity in accordance with applicable law;
vi. service disruptions or transaction failures attributable to a critical third-party ICT provider where disruption arose from circumstances outside Goparity's reasonable control.
28.3. Standard of liability. The exclusions referred in the previous paragraph do not apply to liability arising from Goparity's gross negligence (culpa grave) or wilful misconduct (dolo),within the meaning of Articles 483 and 799 of the Código Civil. Goparity remains liable for direct losses caused by a material breach of its obligations as a regulated crowdfunding services provider under EU Crowdfunding Regulation directly attributable to its own acts oromissions.
28.4. Liability cap. Where liability is established under this clause, Goparity's aggregate liability to any individual User in respect of all claims arising from the provision ofcrowdfunding services shall not exceed €2,500, to the maximum extent permitted by law.
28.5. Exclusion of indirect loss. Neither party is liable to the other for indirect or consequential loss (danos indirectos ou lucros cessantes), including loss of profit or loss of business opportunity, arising out of or in connection with these Terms or the Services, to the maximum extent permitted by law.
29. Assignment
29.1. Users may not assign or transfer their rights or obligations under these Terms without Goparity's prior written consent. This clause does not restrict the transfer of contractual positions in Loan Agreements between Investors through the Secondary Market in accordance with clause 25.
29.2. Goparity may transfer, by way of assignment, novation, or otherwise, in full or in part, its rights and/or obligations under these Terms, upon notification of Users.
PART IV. SPECIFIC TERMS OF SERVICE FOR INVESTORS
30. Investor classification
30.1. Classification upon registration. Users shall be classified as either Sophisticated Investors or Non-Sophisticated Investors, in accordance with the EU Crowdfunding Regulation, based on the information provided to Goparity upon registration on the Platform.
30.2. Additional investor protection. Non-Sophisticated Investors are advised to take additional precautions when investing and must complete an appropriateness assessment, including: a knowledge questionnaire; and a simulation of their ability to bear losses. Non Sophisticated Investors will be alerted to the risk of capital loss if they intend to invest, per campaign, more than 5% of their net worth (or €1000, whichever is higher). The maximum recommended capacity for Non-Sophisticated Investors to bear capital losses is 10% of their net worth.
31. Investment risk acknowledgement
31.1. When using the Services in the Platform, Investors acknowledge and accept that:
i. Goparity acts as an intermediary facilitating contact between Investors and Promoters and is not a party to any Loan Agreement or Investment Agreement and does not guarantee that financing requests will be successfully funded. All actions and decisions taken through the Goparity Platform are the sole responsibility of the Users.
ii. Investing in crowdfunding investments entails risks and therefore that investing through the Goparity Platform involves a risk of partial or total loss of the invested capital, whether through loan default in Crowdlending Services or through the failure or underperformance of an equity investment in Crowdequity Services. Promoters may default on their obligations or become insolvent.
iii. Investments in crowdfunding are not covered by the deposit guarantee schemes established by Directive 2014/49/EU nor by investor compensation schemes established by Directive 97/9/EU.
iv. Before investing, Investors must confirm that they understand the risks associated with crowdfunding investments and that they are able to bear the potential loss of their investment.
v. Investment risk analysis performed by Goparity do not constitute a guarantee of the Promoter's solvency, of the success of the Project nor loan repayment.
vi. Guarantees and/or securities (if any) provided by Promoters or any guarantors may notbe sufficient to ensure recovery.
vii. The outcome of judicial or non-judicial recovery process is uncertain and may not result in the full recovery of the amounts owed.
viii. For Crowdequity Services, equity investments are illiquid and there is no guaranteed exit mechanism. The value of equity instruments may decline and investors may lose their entire invested capital.
ix. Goparity assumes no responsibility for loan repayment, interest payment or recovery process in the event of default.
32. Investment process
32.1. Manual Investment — Crowdlending. Before investing in any Crowdlending Campaign, Investors may browse open Campaigns, review the KIIS made available for the Campaign, learn about the Project, and acknowledge the Investment Risk Rating assigned to the Campaign. Only then should the Investor decide whether to invest.
32.1A. Manual Investment — Crowdequity. Before investing in a Crowdequity Campaign, Investors may review the open Campaigns and the applicable KIIS. Only then should the Investor decide whether to submit a subscription, accepting all documentation applicable to the transaction (including, where applicable, the Investment Agreement of the SPV and the terms of the SPV's investment in the underlying company).
32.2. Auto-Investment Feature. (Crowdlending only.)
32.2.1. Subscription. Investors may choose to activate the Auto-Investment feature, which automatically allocates funds to Campaigns that meet pre-defined preferences set by the Investor (e.g., interest rate, maturity, risk category). Auto-Investment is optional, cumulativewith manual investments, and does not constitute any form of advisory.
32.2.2. Mandate. By activating Auto-Invest, the Investor authorises Goparity to act on their behalf in underwriting loans within the defined parameters and making an offer for the designated campaigns.
32.2.3. Auto-Investment management. The Investor may modify or cancel Auto-Investment preferences at any time, with changes applying only to future investments.
32.2.4. Nature of the service and risk disclaimer. The Auto-Investment feature enables investments in the Campaigns launched in the Platform with the same effects as the ones done manually by Users. Enforcement of the preferences defined by the User for the Auto Investment to run does not guarantee investment opportunities, returns, or interest rates and shall not be considered a recommendation by Goparity.
32.2.5. Minimal balance. Auto-Investment shall only operate if the Investor's Wallet has a balance of at least €20 at the time of allocation.
32.3. Minimum and maximum investment amounts. The minimum investment per Crowdlending campaign is €10. If the Investor intends to invest amounts greater than€24,999.00 in a Crowdlending campaign, he must request it by email to hello@goparity.com.Promoters reserve the right to request higher minimum investments for their campaigns. For Crowdequity campaigns, the minimum investment is €500 per campaign, or as specified on the Campaign page.
32.4. Reservation of Investment: Investors may reserve a Crowdlending investment for up to 24 hours while transferring funds to their Wallet. For Crowdequity investments, reservation constitutes a binding subscription commitment; Investors must complete the bank transfer within the campaign period and no later than 3 business days prior to campaign closing. Proof of transfer must be provided within 12 hours by email (Crowdlending). Goparity reserves the right to unilaterally cancel and without prior notice any abusive use that impairs the operation of the Goparity Platform.
32.5. Cooling-off Period (Non-Sophisticated Investors). Non-Sophisticated Investors are entitled to withdraw from an investment within ninety-six (96) hours of making it, without penalty or cost. The cooling-off period also applies to reservations, starting from the moment of reservation. Notice of withdrawal must be given to Goparity by email or through the personal area of the Platform.
32.6. Investment completion. A Loan Agreement is generated between Investor and Promoter by the Platform once a Crowdlending Campaign is fully funded and the Cooling-Off Period has elapsed or any applicable securities or guarantees are constituted, whichever occurs last. An Investment Agreement is concluded for a Crowdequity Campaign once the full requested amount is raised and all legal and corporate conditions are satisfied.
32.7. Investment confirmation. Upon conclusion of a Loan Agreement or Shareholder Agreement, the Investor receives confirmation by email, and the repayment schedule (for Crowdlending) or investment summary (for Crowdequity) is made available in their personal area.
PART V - SPECIFIC TERMS OF SERVICE FOR PROMOTERS
33. Applications to seek funding via the Platform
33.1. Submission. Prospect Promoters may submit funding requests to Goparity via the Website or to promoter@goparity.com, using the registered email address, specifying the amount, term, purpose of the financing, and any proposed securities or guarantees (for Crowdlending), or the amount of capital to be raised, the percentage of equity to be offered and the intended use of funds (for Crowdequity). Funding requests are subject to Goparity's(or Bolsa Social, S.L.'s, as applicable) prior review and approval before being published as Campaigns. Goparity does not guarantee that any funding request will be approved or that any Campaign will reach its funding target.
33.2. Eligibility criteria. In addition to the general registration and eligibility requirements setout in clause 14, a prospect Promoter must meet the following criteria:
i. be a duly incorporated legal entity or sole business proprietor: (i) not established in anon-cooperative jurisdiction as recognised by relevant Union policy, or in a high-risk third country pursuant to Article 9(2) of Directive (EU) 2015/849; and (ii) established in a jurisdiction accepted by Goparity and Mangopay;
ii. have at least one (1) year of activity with accounts certified by a qualified accounting professional — such as a Técnico Oficial de Contas (TOC) in Portugal or an equivalent— unless part of a group with more than one year of consolidated activity or applying under a project finance model;
iii. For Crowdequity Campaigns managed by Bolsa Social, S.L., a Promoter must instead have at least a prototype/market validation, in lieu of the one-year activity requirement;
iv. not appear on any central credit register or equivalent database in a situation of default;v. not be a defendant in legal proceedings with a materially relevant financial impact, nor expect to be subject to proceedings of this nature;
vi. be in compliance with applicable tax and social security obligations in its jurisdiction of establishment;
vii. provide evidence that neither the entity nor its directors, legal representatives, or shareholders holding 25% or more of the share capital have a criminal record for offences relating to corporate law, insolvency, financial services, anti-money laundering, fraud, or professional liability; and
viii. enter into a Goparity Services Agreement with Goparity.
33.3. Project eligibility. The Project must meet the criteria set out in Goparity's internal impact management framework, as the Platform promotes investment opportunities with justified social or environmental impact.
33.4. Supporting documentation. Goparity may request any official, authentic, valid, complete, and up-to-date documentation evidencing compliance with the criteria in clauses33.2 and 33.3.
33.5. Confidentiality.
33.5.1. Scope and derogation. The confidentiality obligation set out in this clause applies to information and documentation submitted by prospect Promoters to Goparity specifically in connection with a funding request.
33.5.2. Obligation. Subject to the previous paragraph, Goparity treats such information as confidential and does not disclose it to third parties without the Promoter's prior written consent, except: (a) to employees, advisors, and service providers on a need-to-know basis; and (b) to competent authorities where required by applicable law.
33.5.3. Duration. This obligation remains in force until the earliest of: (a) denial of the funding request by Goparity; (b) termination of the contractual relationship between Goparity and the Promoter; or (c) full repayment of all outstanding obligations.
34. Promoter obligations
34.1. Representations and warranties. Promoters with approved funding requests represent and warrant, on a continuous basis from approval of their funding request and for as long as any Loan Agreement or Investment Agreement remains outstanding, that:
i. the entity is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction, with full legal capacity and authority to enter into these Terms, the KIIS, and any Loan Agreements or Investment Agreements;
ii. the execution and performance of its obligations do not and will not: (i) violate any applicable law or regulation; (ii) breach its constitutional documents; or (iii) conflict with or result in a breach of any agreement to which it is a party;
iii. all information provided to Goparity or Investors, or made available on the Platform including in the KIIS, is true, accurate, complete and not misleading;
iv. it is not subject to any insolvency, restructuring, or similar proceedings;
v. it has obtained, or will obtain in due time, all necessary authorisations, licences, consents, and approvals required for the Project and for the performance of its obligations;
vi. any assets, revenues, or rights assigned or pledged as security are validly owned, enforceable, and free from encumbrances, unless otherwise disclosed; and
vii. it is in compliance with all applicable laws and regulations.
34.2. Pre-funding undertakings. Prior to the closing of a Campaign, the Promoter undertakes to: (i) promptly update Goparity of any material change in information; (ii) cooperate with Goparity in the due diligence process; (iii) ensure that the KIIS remains accurate, fair, clear, and not misleading at all times; and (iv) immediately inform Goparity of any event or circumstance that may affect the feasibility, legality, or financial viability of the Project.
34.3. Post-funding undertakings. Following disbursement of funds, and for as long as any Loan Agreement or Investment Agreement remains outstanding, the Promoter undertakes to: (i) use funds exclusively for the purposes described in the Project and KIIS; (ii) comply with all obligations under the Loan Agreements or Investment Agreements; (iii) provide periodic updates on the status and performance of the Project; (iv) promptly inform Goparity of any event that may materially affect its financial condition; (v) maintain proper accounting records; (vi) maintain in force any guarantees, collateral, or security provided; and (vii) not incur additional indebtedness, grant security, or dispose of material assets where such actions could adversely affect the interests of Investors.
34.4. Promoter's sole responsibility. The Promoter is solely responsible for the truthfulness, accuracy, and completeness of all information provided.
34.5. Consequences of breach. Any breach of the representations, warranties, or undertakings set out in this section constitutes a material breach of these Terms and may result in: (i)cancellation of the Campaign; (ii) acceleration or enforcement of the relevant Loan Agreements or Investment Agreements; (iii) restriction or termination of the Promoter's access to the Platform; and (iv) any other measures deemed necessary to protect the interests of Investors.
35. Promoter information public disclosure
35.1. Mandatory disclosures. Promoters acknowledge that, in order to advertise a Campaign on the Platform, Goparity is required under Regulation (EU) 2020/1503 (and Bolsa Social, S.L. under its CNMV authorisation) to disclose the following information to prospective Investors.
35.2. Consent. By submitting a funding request, the Promoter expressly consents to the disclosure of the mandatory information upon launch of the Campaign, having reviewed and approved the Campaign page contents prior to publication.
35.3. Liability. Promoters are solely responsible for the truthfulness and accuracy of all information disclosed. Failure to provide accurate or updated information may result in suspension, termination, or legal liability.
PART VI – GENERAL AND CLOSING PROVISIONS
36. Commercial Communications
36.1. General requirements. All commercial communications issued in connection with the Platform and the Services shall be clearly identifiable as such, shall be accurate, clear, and not misleading, and shall be consistent with the information contained in the applicable KIIS, in accordance with Article 27 of Regulation (EU) 2020/1503.
36.2. Identification of responsible entity. Commercial communications relating to Crowdlending Services shall identify Power Parity, S.A. (Goparity) as the responsible entity and the CMVM as the competent supervisory authority. Commercial communications relating to Crowdequity Services shall identify Bolsa Social, S.L. as the responsible entity and the CNMV as the competent supervisory authority. In accordance with Article 17(4) of Law No. 102/2015,all commercial communications directed at the Portuguese market shall include the corporate name of the responsible entity and the identification of the CMVM (for Crowdlending Services)or the CNMV (for Crowdequity Services), as applicable.
36.3. Language. Commercial communications directed at Users in Portugal shall be made available in Portuguese and/or English, or in such other language as may be accepted by the CMVM, as applicable, in accordance with Article 27(3) of Regulation (EU) 2020/1503 and Article17(1) of Law No. 102/2015. Commercial communications directed at Users in Spain shall be made available in Spanish and/or English, or in such other language as may be accepted by the CNMV, as applicable, in accordance with Article 27(3) of Regulation (EU) 2020/1503.
37. Entire agreement and amendments
37.1. These Terms, including any future amendments, together with the Privacy Policy, Pricing, and any parallel Crowdfunding Services Agreements, constitute the entire agreement between Goparity (and Bolsa Social, S.L. in respect of Crowdequity Services) and the User. For avoidance of doubt, Loan Agreements and Investment Agreements shall apply between Investors and Promoters.
37.2. If any provision included in these General Conditions is held to be invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.
37.3. Goparity reserves the right to amend these Terms, the Privacy Policy, and the Pricing at any time in order to reflect: (i) legal or regulatory changes; (ii) technical improvements, operational needs or updates incorporated into the Services; (iii) enforcement of judicial or regulatory decisions; (iv) requirements from key third party providers.
37.4. Changes will be communicated to Users by email, via their personal area, or through notices published on the Platform.
37.5. Where legally required, changes will be communicated in advance of their effective date. Continued use of the Platform after the effective date of changes constitutes acceptance of the amended Terms.
38. Duration and termination
38.1. Duration. These Terms shall enter into force upon acceptance by the User upon Account creation and shall remain in force for an indefinite period, for as long as the User maintains an account on the Platform.
38.2. Termination by the User. The User may terminate these Terms at any time by requesting the closure of their account. Account closure may be subject to the condition that no active investments, outstanding obligations or ongoing transactions remain, or that adequate arrangements are made for their continued management.
8.3. Termination by Goparity. Goparity may terminate these Terms at any time by providing prior notice to the User. Goparity may terminate these Terms with immediate effect where: (i) the User breaches these Terms; (ii) the User provides false, inaccurate or misleading information; (iii) there are reasonable grounds to suspect fraud, money laundering, terrorist financing or other unlawful activities; (iv) the User fails to comply with identification or verification requirements; (v) such termination is necessary to comply with applicable law.
38.4. Effects of Termination. Upon termination of these Terms: (i) the User's right to access and use the Platform shall cease or be restricted; (ii) any available funds held on behalf of the User shall be returned, subject to applicable legal and regulatory requirements; (iii) any existing Loan Agreements or Investment Agreements or investments entered into prior to termination shall remain in full force and effect until their respective maturity or full performance; (iv) Goparity may, where necessary, transfer the servicing of outstanding Loan Agreements to a third-party servicer. Termination of these Terms shall not affect any rights or obligations by either party accrued prior to the date of termination.
38.5. Survival. Any provisions which, by their nature or purpose, are intended to survive termination, including but not limited to provisions relating to payments, liability, risk disclosures, data protection, and dispute resolution, shall remain in full force and effect after termination.
— END OF TERMS AND CONDITIONS —
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