GENERAL TERMS AND CONDITIONS ROOTED BV
STATUTORY ESTABLISHED IN ASSEN REGISTERED AT
THE Chamber of Commerce UNDER NUMBER 81422121
ARTICLE 1. | DEFINITIONS
In these terms and conditions, the
following terms, also those conjugated in plural or singular, in the
the following meaning is used, insofar as from the nature or intent of the
provisions does not arise otherwise.
1. Rooted. BV (the issuer):
the user of these general terms and conditions, with its registered office in Assen,
registered in the Trade Register under Chamber of Commerce number 81422121.
2. Other party: any natural or
legal person with whom Rooted BV has concluded or intends to enter into an agreement
3. Consumer: a counterparty as referred to in
the previous paragraph, natural person, not acting in the exercise of a
profession or business.
4. Agreement: any between the other party
and Rooted BV concluded an agreement, with which the other party
takes out a loan in the form of a bond and Rooted BV commits itself in that context
commits towards the other party to strive to pay redemption
5. Investment: the amount for which the
counterparty purchases bonds from Rooted BV for the production of
Fig trees and over which returns in the form of repayment and interest are paid
6. Bond conditions: the conditions which
apply to the bond loan provided by the other party to Rooted
7. Website: becomerooted.nl
8. Written: communication in writing,
communication by e-mail or any other means of communication intended for the
on the state of the art and the prevailing standards in society
views can be equated with this.
ARTICLE 2. | GENERAL PROVISIONS
1. These terms and conditions apply to
applicable to every offer of Rooted BV and every established
2. From the provisions of this general
conditions can only be deviated from explicitly and in writing.
If and to the extent that what the parties are expressly and in writing
agreed, deviates from the provisions of these general terms and conditions,
which the parties have expressly agreed in writing.
3. Destruction or nullity of one or more
of the provisions of these general terms and conditions or the agreement as such,
does not affect the validity of the other stipulations. Where appropriate
the parties are obliged to enter into mutual consultation in order to find a replacement
to make arrangements with regard to the affected clause. In doing so, so much
may have taken into account the purpose and intent of the original provision.
ARTICLE 3. | ABOUT ROOTED BV, OFFER AND
REALIZATION OF THE AGREEMENT
1. Rooted BV offers through the website,
as well as in other ways, investments in the form of bonds,
on the production of fig trees with which the CO2 footprint of the
counterparty is reduced, while counterparty generates return with
her investment. The purchased trees are actually planted, but
is not delivered to the other party. The fig trees produce fruits, which
(if agriculturally possible) are harvested annually. The other party
benefits, for a term of twenty years from purchase, from all
yield after costs and fees of one tree per bond. The
bonds can only be traded with the consent of the Issuer
Institution, if the Bondholder itself is a new buyer
(legal/natural) persons and to the applicable
conditions are met. The investment is not supervised by the Authority
Financial Markets (AFM); a license and prospectus obligation does not apply
application. Rooted BV is, however, known to the AFM as the issuing institution
has complied with the statutory reporting obligation on 14 October 2020.
2. Unless expressly stated otherwise by Rooted
BV indicated, the minimum investment is € 50.- (in words; fifty euros)
equivalent to one Bond.
3. Any offer from Rooted BV to do
of an investment is without obligation, even if a term of
acceptance is stated. An offer from Rooted BV can be accepted until immediately after the
acceptance thereof by the other party, can still be revoked.
4. Every agreement comes, without prejudice to the
stipulated in paragraph 3, established at the moment that the other party accepts Rooted .’s offer
BV has accepted in the appropriate manner and the other party has
met all conditions expressly stated in the offer,
including a correct statement of the amount by Rooted BV at the
Mandatory data requested when entering into the agreement. If the
acceptance of the other party deviates from the offer of Rooted BV, the
agreement is not concluded in accordance with this deviating acceptance, unless Rooted
BV indicates otherwise.
5. Without prejudice to the provisions of paragraph 3, Rooted . will
BV the agreement entered into directly through the website,
as soon as possible by e-mail to the other party.
6. Rooted BV is not allowed to
any CO2 credits associated with the production of the Fig Trees
to sell to third parties.
ARTICLE 4. | DURATION AND CONTENT OF THE
1. The agreement is entered into for a
term of twenty years, measured from the year of planting of the fig tree,
unless otherwise agreed and confirmed in writing by Rooted BV.
2. The other party makes about the
amount invested entitled to all the return on the number of purchased
bonds, after deduction of costs and fees, or as much more or less as
expressly agreed in writing. About published yield
return is not recalculated; return is thus exclusively
calculated on the initial amount invested.
3. If the other party has several
entered into agreements, these agreements shall be treated as individual, of
independently existing agreements, in particular what
concerns the investment and the calculation of return.
4. The return as referred to in paragraph 2 is,
subject to the provisions of Article 5.3 and 6.2, calculated from the day of
conclusion of the agreement, until the day the agreement is concluded in accordance with the
provided in the remainder of these general terms and conditions has ended and the
the other party has thus received the invested amount.
5. As long as the
agreement continues, paid once per calendar year on the amount paid by the
counterparty used IBAN bank account number when purchasing the bond. The
date of distribution depends on external factors, including the moment
of harvesting the fig trees. As a result, the date of distribution of
the return in one year differ from the date of distribution in a
6. Without prejudice to the provisions of Article 5,
the agreement will be automatically terminated when the term as
referred to in paragraph 1 has expired, or on the day on which it is
invested amount has been fully repaid and returned to her
7. The power to terminate the agreement
say, belongs to Rooted BV. Termination of the agreement by Rooted
BV will, however, only take place on the basis of urgent reasons, including
is understood to mean a circumstance as a result of which Rooted . cannot reasonably
BV may be required to maintain the agreement for a longer period of time. The
assessment of this falls to the board of Rooted BV. The
agreement ends due to cancellation by Rooted BV or on the day that
the amount invested by the other party has been repaid in full and has been refunded
on her bank account.
8. Rooted BV can change the term of the term
as referred to in paragraph 1 on the basis of special, the other party
immediately notified circumstances. From his jurisdiction the referred
term, Rooted BV will only use if earlier
fulfillment for Rooted BV is so objectionable that the interests of the
the other party cannot reasonably weigh against it. This extension has up to
consequence that the repayment obligation of Rooted BV is postponed for the
period of the extension.
9. Termination of the Agreement by Rooted
BV, on whatever ground, does not entitle the other party to
damages or any other compensation other than reimbursement of the
amount invested and the return calculated up to the day that repayment of
the amount invested has occurred.
ARTICLE 5. | RIGHT OF TERMINATION FOR
1. This article applies only
on so-called distance contracts (as referred to in Article 6:230g paragraph 1
under e of the Civil Code) and agreements outside the sales area
(as referred to in Article 6:230g paragraph 1 under f of the Dutch Civil Code),
which is understood to mean: agreements concluded between Rooted BV and consumers
are concluded directly through the website, respectively agreements
between Rooted BV and consumers that are closed in simultaneous
personal presence of Rooted BV and the consumer in another place
then on location of Rooted BV.
2. The consumer is entitled to
agreement up to 7 days after its conclusion without stating reasons and
without being liable to pay a penalty, unless the consumer
has expressly stated that the planting of the purchased fig trees
may take place within the aforementioned reflection period, in which case the
agreement has been fully concluded within the cooling-off period.
3. If the consumer terminates the agreement
dissolves under this article, he has only a claim to the
amount invested under the agreement and not on any
4. The consumer can exercise his right to
dissolution in writing and with due observance of the
any other instructions indicated by Rooted BV, submit a request
serve at Roed BV. As soon as Rooted BV has been notified of the intention
of the consumer to dissolve the agreement, Rooted BV will cancel the
to the consumer as soon as possible by e-mail.
5. If payment by the consumer has already
has taken place, Rooted BV will pay the amount as soon as possible, but
at the latest within 30 days after dissolution of the agreement, to the consumer
ARTICLE 6. | PAYMENT OF INVESTMENTS
1. Payment of the investment must be
take place at (one of) the designated by Rooted BV for that purpose
2. The other party does not make a claim earlier
on return on its investment, than from the day on which the
other party payment owed by Rooted BV has been received, unless
payment by bank transfer has been agreed.
3. In case payment is by bank transfer
agreed, payment must be made within the time specified on the invoice
term, with due observance of the instructions stated on the invoice.
4. If timely payment is not made,
the default of the other party takes effect by operation of law. From the day it
default of the other party occurs, the other party is liable for the outstanding
amount the statutory interest applicable at that time.
5. All reasonable costs, both
judicial, extrajudicial and execution costs incurred to obtain
of the amounts owed by the other party, are for the account of the
ARTICLE 7. | LIABILITY
1. Rooted BV bears no liability
for damage caused by the assumption by the other party
provided incorrect or incomplete information. The other party is obliged to
any changes in the information it has made when entering into the agreement or on
data provided to Rooted BV at any other time, immediately to Rooted
BV, failing which Rooted BV cannot be held liable
be held for any damage resulting from this for the other party
2. Rooted BV is not liable for
damage as a result of a circumstance that according to the law, a legal act
whether the views prevailing in society cannot be held by him
3. Rooted BV will be liable
held in the event of intent or gross negligence on its part.
4. If on Rooted BV any
liability should fall, that liability is limited to
at most the amount within the framework of the agreement by the other party
amount invested, plus the resulting return.
5. If the other party is a consumer
concerned, Article 7.4 does not apply.
6. The other party may only
have a right of recourse against the issuer’s assets and does not
can recover from the (private) assets of the directors, board members and/or
shareholders of the issuer. Rooted BV
ARTICLE 8. | INTELLECTUAL PROPERTY
1. All copyrights and other rights of
intellectual property on any possible in the context of the agreement to the
documentation made available to the other party, the domain name of Rooted
BV, the website and parts thereof, including the design
and operation of the website, as well as the images and other content on the website,
belong to Rooted BV, insofar as these rights do not rest with third parties.
The other party is prohibited from using the material to which the rights of Rooted BV
or third parties rest, reproduce, modify, in any way
reproduce, distribute, exploit or create derivative works
ARTICLE 9. | APPLICABLE LAW, COMPLAINTS AND
1. The rights accruing to the other party
from the agreement between the Other Party Rooted BV are strictly personal. Claims rights arising from this Agreement are, subject to the prior written consent of Rooted BV, non-transferable within the meaning of Art. 3:83 paragraph 2 of the Dutch Civil Code.
2. To any agreement and all thereof
legal relationships arising between the parties, is exclusively Dutch
applicable law. Only the court of the district
in which (the registered office of) Rooted BV, being Assen, is located,
is authorized to take cognizance of disputes between the parties.
3. Before making any appeal to
the court, the parties are obliged to make every effort to resolve the dispute
to be settled by mutual agreement.
4. Complaints from the other party in connection with
the implementation of the agreement by Rooted BV must be submitted within seven days
after the other party has provided the grounds that gave rise to the complaint,
established, fully and clearly described, in writing
submitted to Rooted BV, failing which there will be a
no obligation arises from such a complaint from the other party.
5. Complaints submitted to Rooted BV will be
answered within seven days of receipt. If a
If a complaint requires a longer processing time, it will be answered within the period of seven
days with an acknowledgment of receipt and an indication of when the
the other party can expect a more detailed answer.
6. A consumer complaint in connection
with a distance contract as referred to in Article 5.1, which is not in
can be resolved by mutual agreement, the consumer can submit to the
disputes committee through the European Union ODR platform
ARTICLE 10. | FORCE OF THE MAJORITY
1. Rooted BV has the right to fulfill
to cancel his obligations under the bond terms, if he
is prevented from fulfilling its obligations due to force majeure. Rooted BV will
do everything in its power, provided that it is reasonable, to
obligations to its bondholders.
2. Force majeure is understood to mean, any
shortcoming not attributable to Rooted BV, including, but
non-exhaustive: strike, shortages, riots, riots, fire, flood,
storm, explosions, natural disasters, war, government intervention,
working conditions, earthquakes, lack of materials or any other
circumstance over which the breaching party has no reasonable influence