Terms & Conditions

Last updated: 14 July 2020

1. Scope
1.1 The following General Terms and Conditions (“GTC”) shall apply to all contracts concluded with Odilia GmbH with its registered office in Cologne, registered in the commercial register of the Local Court of Cologne under HRB 95493 (“Odilia”, or “we”) on its platform http://www.odilia.io (“Platform”) and otherwise, as well as to all services provided by Odilia, in particular to the extent such services are provided using the Platform.
1.2 The version of the GTC valid at the time of conclusion of the respective contract between Odilia and the respective other party (“Client” or “You”) shall apply. By concluding a contract on the use of the Platform as well as through the mere use of the Platform or by registration as a User (as defined below), you agree to these GTC.
1.3 The services offered by Odilia are solely offered for entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”), legal entities under public law and special funds under public law. You cannot become a client of Odilia if you are a consumer within the meaning of Section 13 BGB. You are a consumer if you intend to use the platform for purposes which are predominantly not attributable to your commercial or self-employed professional activity.
1.4 In the event of any contradictions between the provisions of the contracts concluded between Odilia and the Client and these GTC, the provisions of the respective contracts shall take precedence over these GTC.
1.5 If these GTC conflict with individual provisions of the Client’s general terms and conditions, these GTC shall apply unless Odilia expressly acknowledges the Client’s general terms and conditions in writing.
2. Services from Odilia
2.1 With the platform provided at http://www.odilia.io, Odilia operates a virtual market platform on which it provides Clients with investment opportunities, profiles and information on entities and businesses seeking debt, mezzanine or equity financing.
2.2 Using software solutions, Odilia will use its best endeavours, within the framework of what is actually and technically possible and economically reasonable, to bring together the users who seek financing with those interested investors whose investment criteria fit best (so-called “matches”, the process of merging the so-called “matching”).
2.3 Odilia acts as an introduction broker. Odilia does not provide investment advice.
3. Registration by the Client and the User
3.1 The use of Odilia and the platform operated by Odilia as well as the use of the services and performances offered by Odilia requires the registration of the Client on the platform as well as the individual user acting on behalft of the the Client (“User”). The registration is only allowed for entrepreneurs and their representatives. By registration on the platform each User agrees to these GTC.
3.2 When registering, the User shall provide the information requested by Odilia in the automated onboarding process completely and truthfully. This includes in particular the indication of personal data (such as first name, surname, date of birth, address, telephone number etc.), as well as information on the categorisation of the user (e.g. owner, private investor, broker etc.). Furthermore, a valid e-mail address is required for the registration process and subsequent use of the platform.
3.3 The e-mail address and the password assigned to passwords by the User during registration in compliance with Odilia’s security requirements are the access data for the use of the platform. The User must keep the password secret and may not pass it on to third parties. If third parties gain knowledge of the user’s password, the Client shall immediately report this to Odilia and change the password.
3.4 The personal data of the User collected during registration are subject to our privacy policy.
4. Identification of the Client
4.1 The Client is aware that we are obliged to identify our users in accordance with the German Money Laundering Act (Geldwäschegesetz – “GwG”). In addition, the GwG obliges the Client to provide us with the necessary information and documents and to notify us immediately of any changes that may occur in the course of the business relationship. In the event that the Client fails to comply with his obligations to cooperate in identification pursuant to the GwG, we shall be entitled to terminate the contract without notice. A possible fee claim remains unaffected by this.
4.2 If the Client acts as a broker for third parties when using the platform, the Client shall disclose this to Odilia within the framework of the registration process.
5. Use of the Platform, Brokering Agreement and Fees
5.1 After registration, Clients who seek financing (“Targets”) or who are looking for investment opportunities (“Interested Parties”) can submit requests via the Platform. Agents or advisors acting on behalf of Targets or Interested Parties may register on the Platform, providing details on the Target respectively the Interested Party (“Agents”).
5.2 If the Client is a Target, the Client needs to provide the information, data and other information in relation to the requested funding (the “Transaction”) requested by Odilia completely and truthfully. With the transmission of the registration data and the information intended for placement as an insert, the Client submits an offer to Odilia to conclude a contract for the temporary admission and provision of request on the Platform (“Brokering Agreement”). Odilia checks the offer for the conclusion of the Brokering Agreement – in particular taking into account the criteria for requests defined by Odilia for the use of the Platform and published there – and decides at its own discretion on its acceptance. Acceptance of the offer to conclude the Brokering Agreement shall be effected by publication of the request on the platform; the Client hereby waives access to the declaration of acceptance.
5.3 The Brokering Agreement shall have an indefinite term. Either Party shall have the right to terminate the Brokering Agreement with effect to the end of a calendar month by giving one month prior notice. During the life time of the Brokering Agreement, the Target represents and undertakes not to give a mandate to another agent for the Transaction or supplying information which may lead to a contract. In the event that the Target has already given a mandate to another agent, he shall forbid such person continuing his efforts.
5.4 If Odilia succeeds in finding suitable Interested Parties for the Transaction, Odilia will show the Interested Party the respective information on the Target as a potential match on the platform in an initially anonymous form. If the Interested Party indicates its interest in the Transaction, the Interested Party may enter into a non-disclosure agreement with Odilia for the benefit of the Target. Upon execution of such non-disclosure agreement Odilia will disclose (i) to the Interested Party further information on the Target, including its identity and (ii) to the Target the identity of the Interested Party (“Introduction”).
5.5 If, following an Introduction, Main Contract is concluded within the meaning of the following Section 8 of these GTC, Odilia shall be entitled to payment of a commission by the Target in accordance with the following Section 8 of these GTC.
5.6 The use of the Platform for Interested Parties is free of charge.
6. Responsibility of Targets for Information; Electronic Data Room
6.1 The Target is responsible for the information provided to Interested Parties. In particular, the Target is responsible for ensuring that the content is not unlawful and does not infringe the rights of third parties (e.g. copyrights or trademark rights). Odilia has no obligation towards Interested Parties to check whether information provided by the Target is true or consistent. Odilia does not make representations or provide guarantees with respect to the accuracy of information provided by the Target.
6.2 Should Odilia be held liable by Interested Parties the Target will indemnify Odilia against these claims and will provide Odilia with the necessary support and assume the necessary costs of legal defence for Odilia in the legal defence to which Odilia is entitled but not obliged. The prerequisite for this is that Odilia informs the user immediately and comprehensively in writing about asserted claims and infringements of rights (e-mail sufficient), does not make any concessions or acknowledgements or equivalent declarations and enables the Target to conduct all judicial and extrajudicial negotiations about the claims at his expense. Odilia reserves the right to assert further claims.
6.3 Targets may make available documents and information using the electronic data room function of the Platform (“Electronic Data Room”). The Electronic Data Room is a product of Biteno GmbH, Stuttgart and provided by Biteno GmbH to Clients on basis of a separate data room lease agreement between Biteno GmbH and the Target. By using the Electronic Data Room Clients agree to the terms and conditions with Biteno GmbH. For Clients the use of the Data Room is free of charge.
7. Rights of Use of Odilia

By providing information to Odilia, the Client grants Odilia the right to use this information for the types of use required for preparation of the Transaction, keeping available and retrieval by third parties, in particular to store, reproduce, edit, modify, keep ready, transmit, publish and make publicly accessible the information, and in particular to use it for the purposes of matching.

8. Commission
8.1 As soon as one or more contracts regarding debt, equity or mezzanine financing between the Target and an Interested Party (including entities or persons affiliated to the Target or the Interested Party within the meaning of Section 15 of the German Stock Corporation Act or otherwise affiliated to the Target or an Interested Party, such as investment funds managed by an Interested Party or affiliated company of an Interested Party) has/have been concluded within 24 months following the Introduction (“Main Contract”), we are entitled to payment of a commission. For our commission claim to arise, the co-causality of our activity is sufficient for the conclusion of the Main Contract, which already lies in the Introduction. In a series of contracts, we are entitled to a commission with respect to each individual contract.
8.2 The debtor of the commission is the Target. If the Client is himself an Agent, Odilia is entitled to claim payment of commission against him based on the commission payable to the Agent (irrespective of any payments made by the Target or a third party to Odilia).
8.3 The commission is determined on the basis of the agreed funds which will be made available under the Main Contract. In the case of transfer of company shares or other company rights, the calculation is based on the value of the main contract. Where no such value is agreed, the fair market value of the consideration shall be decisive.
8.4 If and to the extent a retainer fee has been paid to Odilia, such fee will be offset against the respective commission claim of Odilia, i.e. Odilia’s claim to payment of the commission will be reduced by the corresponding amount.
8.5 If the Main Contract is concluded under conditions other than those originally offered on the platform or if it is concluded after Introduction without further use of the Platform, this shall not affect our claim to commission if the transaction ultimately concluded is economically comparable to the transaction brokered by us on the Platform within the framework of matching or if its economic success deviates only insignificantly from the brokered transaction. A reduction or increase of the funding amount or a change in the instrument (e.g. debt to mezzanine) shall under no circumstance be considered a significant deviation.
8.6 The occurrence of a condition which dissolves the Main Contract shall not affect our entitlement to commission. The same shall apply if the Main Contract expires through the exercise of a contractual right of rescission if this is exercised for reasons for which one party is responsible or for reasons for which it is responsible. In the event of subsequent invalidity of the Main Contract for reasons that are not the responsibility of Odilia, the commission claim remains unaffected.
9. Due Date of the Commission Claim
9.1 Our commission claim becomes due upon each conclusion of a Main Contract within 24 months following the Introduction. The commission shall be payable within fourteen (14) days after invoicing without any deduction.
9.2 If the Main Contract is concluded without our participation, each the Target and the Interested Party is obliged to inform us immediately about the essential content of the main contract. Furthermore, each Client is obliged to provide us with a simple copy of the main contract.
9.3 Any violation of the Client’s notification obligation according to section 9.2 shall result in the right of Odilia to terminate the Brokering Agreement fir good cause as well as the immediate exclusion of the user from the use of the Platform for an indefinite period. Odilia reserves the right to assert further claims, in particular claims for damages, against the Client.
9.4 For each case of a culpable violation of the notification obligation according to clause 9.2, the user has to pay Odilia a contractual penalty in the amount of 1.00 % of the value of the Main Contract, but at least in the amount of EUR 25,000.00. The contractual penalty shall be set off against any damages to be paid.
10. Acting on behalf of Third Parties

For Matchings mediated on the Platform by Odilia, we are always entitled to act for other users, in particular for the other contractual part of the Main Contract, against payment or free of charge.

11. Warranty, System Availability of the Platform
11.1 Odilia accepts no liability for the correctness and completeness of the information and declarations made by users via the Platform or by means of the Platform, nor for the identity and integrity of Clients.
11.2 The information published on or using the Platform are third-party content for Odilia. Accordingly, the legal responsibility for these contents lies with the person who uploaded the contents for publication on the Platform or the Electronic Data Room.
11.3 Odilia does not assume any warranty for technical defects, in particular for the constant and uninterrupted availability of the Platform and its contents or for the complete and error-free reproduction of the contents provided by Clients. Odilia endeavours to offer unrestricted availability of the Platform within the framework of what is technically possible and economically reasonable. However, Odilia does not assume any warranty for this. The use can be temporarily restricted if this is necessary with regard to capacity limits, the security or integrity of the servers or for the implementation of technical measures and if this serves the proper or improved provision of the services. Odilia takes the legitimate interests of the users into account in these cases, e.g. through advance information.
11.4 Odilia is not responsible for the functioning and performance of the Electronic Data Room. Liability for the Electronic Data Room solely lies with its provider Biteno GmbH, Stuttgart.
11.5 If an unforeseen system failure impedes the use of the Platform, the users will be informed in a suitable and appropriate manner.
12. Liability
12.1 The following shall apply to damages incurred by the Clients in connection with the services and performances of Odilia by Odilia, subcontractors or their respective vicarious agents:
12.2 In the case of intent or gross negligence as well as in the case of a guarantee, liability is unlimited. In the case of slight negligence, liability is also unlimited in the event of injury to life, limb or health. In the event of a slightly negligent breach of material contractual obligations, liability shall be limited in amount to the foreseeable damage typically occurring in transactions of this type. A contractual obligation is essential if its fulfilment makes the proper execution of the contract possible in the first place and a user may regularly rely on its compliance. Any further liability for damages is excluded except for claims under the Product Liability Act (Produkthaftungsgesetz).
12.3 Odilia shall only be liable for data losses and costs of useless data entry within the scope of the above provisions to the extent that could not have been avoided even if the Client had saved the data available to him in machine-readable form in the most recent version.
12.4 Any contributory negligence on the part of the Client must always be taken into account. In particular, the user is obliged to check the correctness of the data entered by him and displayed by Odilia at least by means of a one-time search query.
12.5 The above provisions also apply to the personal liability of employees, representatives and organs of Odilia.
13. Data Protection

Odilia, the protection of users’ personal data is extremely important. In order to fulfil the purpose of the contract, Odilia collects, processes and uses the necessary personal data on the platform and transfers them to other users within the scope of the purpose of the contract. The details of the collection, processing, use and transmission of personal data result from our Privacy Policy.

14. Electronic Communication
14.1 We are entitled to communicate with Clients and users on the platform and externally in electronic form, including by e-mail, if necessary also with data attachments, unless the user expressly instructs us in writing to use another form of communication. In the event of such an instruction, we shall be entitled to have the additional costs incurred plus a reasonable overhead surcharge reimbursed by the Client.
14.2 If the Client does not give instructions for the use of any other means of communication, both parties accept the risks associated with electronic communication, in particular by e-mail (including security risks such as interception, unauthorised access to such communication, manipulation of this form of communication and the risk of viruses or other harmful attacks).
15. Changes to the General Terms and Conditions
15.1 Odilia reserves the right to amend these GTC at any time with a reasonable notice period of at least four (4) weeks. The amended GTC shall be notified to the Client / User by e-mail, stating the date on which they take effect. In addition, the announcement of the changes will be published on the Odilia Platform.
15.2 If the Client/User does not object to the changes after sending them by e-mail or does not object in due time, the amended GTC shall be deemed to have been accepted. In the e-mail for sending the change, the significance of the deadline and its expiry without the Client’s / User’s objection will be pointed out separately.
15.3 If the Client/User objects to the amended terms and conditions within the stipulated period, Odilia is entitled to terminate the existing contract with the user at the time when the amendment comes into force, while safeguarding the Client’s/User’s legitimate interests. Corresponding contents of the Client/User will then be placed offline on the platform and, as far as technically possible, deleted from Odilia’s databases. The Client/User cannot assert any claims against Odilia from this.
16. Applicable law and place of jurisdiction
16.1 The legal relationship between Odilia and the Client/User shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
16.2 The place of jurisdiction shall be Cologne.
17.Partial Ineffectiveness

Should individual provisions of our GTC be or become invalid, this shall not affect the validity of the remaining provisions. Any invalid or void provisions shall be replaced by the statutory provisions.