Terms of Use

These terms of use (the “Terms”) govern access to and use of the Accumeo Platform, the Accumeo website, and any of the services and applications available on or via such platform or website (together the “Platform”). The Terms apply to the person reading them and to any party which has agreed to them as incorporated into another agreement (the “Customer”). The Platform is owned and operated by Accumeo AB (559314-0071), a Swedish limited liability company (“Accumeo”).

By registering on, logging into, or otherwise accessing the Platform, the Customer accepts the Terms. By accepting the Terms, the Customer confirms and warrants that the Customer has read and understood the Terms, that the Customer has the legal capacity to be bound by them, and that the Customer undertakes to comply with them. If the Customer does not accept the Terms, the Customer is not permitted to use the Platform. If the Customer accepts the Terms on behalf of an employer or another legal entity, the Customer confirms and warrants that the Customer has full authority to bind that employer or entity to the Terms, in which case “the Customer” instead refers to that employer or entity, that the Customer has read and understood the Terms, and that the Customer accepts them on behalf of that entity. If the Customer lacks such authority, the Customer must not register on, log into, or use the Platform.

If the Customer uses the Platform as an employee on behalf of a client that holds a separate agreement with Accumeo governing use of the Platform, that agreement also applies to the Customer’s actions on the Platform. If a provision of the Terms conflicts with a provision of that other agreement, the other agreement prevails. If the Customer uses the Platform in a personal capacity, the Terms govern the Customer’s access to and use of the Platform.

The Terms do not limit any rights the Customer has under mandatory law.

Accumeo’s privacy policy (the “Privacy Policy”), which is available on the Platform, describes how Accumeo processes the personal data the Customer provides when using the Platform, in accordance with the EU General Data Protection Regulation (2016/679) and applicable Swedish data protection legislation.

The Privacy Policy is provided for the Customer’s information and does not form part of the Terms. Accumeo’s processing of the Customer’s personal data is based on the legal grounds set out in the Privacy Policy and not on the Customer’s acceptance of the Terms.

Accumeo may update the Privacy Policy from time to time. Material changes are communicated to the Customer in advance by email or through the Platform.

Third parties, such as transaction counterparties, sponsors of liquidity events, companies or issuers, may supply Accumeo with information or documentation intended for the Customer, including links to third-party websites. Accumeo does not independently verify such information, documentation or websites and gives no representation or warranty as to their accuracy, legality, validity, security or completeness, or as to any other characteristic of them. The same applies to the products, services and investment opportunities offered via them and to any information the Customer provides to those third parties or to Accumeo for transmission to them. Accumeo is not responsible for third-party websites, their content, their policies (including privacy policies) or their activities. It is the Customer’s own responsibility to assess whether to use such information, documentation or websites. To the extent permitted by mandatory law, Accumeo is not liable for the Customer’s use of or reliance on such information, documentation or websites, or for how such third parties handle any information the Customer submits to them.

The Customer warrants and confirms that the email address, telephone number and other contact details the Customer provides to Accumeo, or that are provided on the Customer’s behalf, are true, accurate, up to date and complete, and the Customer undertakes to keep them updated. Failure to do so may affect how the Platform functions for the Customer and Accumeo’s ability to communicate with the Customer.

Accumeo uses the email address the Customer has provided to send notifications, transaction confirmations and other information relating to the Customer’s use of the Platform, as well as information that Accumeo is required by law to provide to the Customer. Accumeo may also send the Customer marketing regarding Accumeo’s own services and products that are similar to those the Customer has used, in accordance with the Swedish Marketing Act (marknadsföringslagen (2008:486)). The Customer may object to such marketing at any time, free of charge, by following the instructions in each message or by contacting Accumeo.

The Customer consents to receiving information from Accumeo, including information that Accumeo is required to provide on a durable medium, by email and through the Platform. The Customer confirms that email and the Platform are appropriate means of communication in view of the Customer’s dealings with Accumeo.

Accumeo records and stores telephone conversations and electronic communications with the Customer that relate to the reception, transmission and execution of orders, in accordance with the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden). Such recordings and records are retained for at least five (5) years and are made available to the Customer on request during that period.

The Customer’s right to use the Platform applies only to the Customer personally and may not be transferred to any other person or entity. The Customer undertakes not to use the Platform in a manner that breaches the law or the Terms. In particular, the Customer undertakes not to:

• Deploy any automated data extraction or gathering tools (such as robots, spiders, scrapers, deep links, algorithms or comparable methods) to access, acquire, copy or monitor the Platform without Accumeo’s prior written permission, which Accumeo may withhold at its own discretion.
• Redistribute any content or data from the Platform, or use such content or data for any purpose other than the specific purpose for which it was provided.
• Use or attempt to use any equipment, software or program (including but not limited to browsers, spiders, robots or intelligent agents) to search the Platform, other than the search functions made available on the Platform and widely used web browsers.
• Upload or transmit any file containing viruses, worms, Trojan horses or other damaging or disruptive components, or otherwise hinder or disturb the normal operation of the Platform.
• Attempt to decode, decompile, dismantle or reverse-engineer any software that forms part of the Platform.
• Post or transmit any content that is defamatory, or that reveals personal or private information about any individual without that person’s consent. The Customer may not post or transmit any content that, in Accumeo’s own assessment, encourages conduct that would amount to a criminal act, give rise to civil liability or breach any law, or that is otherwise inappropriate.
• Post or transmit any content that infringes third-party rights, such as unauthorised use of copyrighted materials, trade secrets or other confidential information, or trademarks used in a manner that infringes the rights of others.
• Collect or use the personal or business contact details of other users without their permission, or post or distribute promotional materials, advertisements or other solicitations for goods or services directed at other users. Sending unwanted emails, postal correspondence, telephone calls or other communications to persons or entities whose contact details the Customer has obtained via the Platform is not permitted.
• Interfere with the use of the Platform by others, including by removing or altering content posted by someone else, impersonating another user or entity, or taking actions that place a disproportionate load on the Platform’s infrastructure or that adversely affect the ability of others to use the Platform.
• Circumvent the Platform by carrying out one or more transactions outside it with a party the Customer has found through the Platform.

If the Customer, in breach of this Section, uses content or data obtained from the Platform in, or for the benefit of, a business that competes with Accumeo, the Customer shall pay Accumeo liquidated damages (vite) of SEK 100,000 for each such breach. Payment of liquidated damages does not limit Accumeo’s right to claim compensation for damage exceeding that amount or to seek injunctive relief.

The Customer acknowledges that service interruptions may occur from time to time for a variety of reasons, for example equipment malfunctions, technical issues, planned maintenance, security considerations or software updates, as determined by Accumeo. Accumeo may in some cases announce such interruptions in advance but is under no obligation to do so, and to the extent permitted by mandatory law Accumeo is not liable for how such interruptions affect the Customer. Technical or other problems may occur without warning, resulting in the inability to obtain data, in loss of data, in loss of personalisation settings or in similar issues. Accumeo is not responsible for the timeliness, accuracy, delivery, non-delivery, deletion or storage of user data, communications or user preferences. Accumeo may also adjust its systems whenever Accumeo considers it necessary or appropriate.

The Terms govern, among other things, the confidentiality obligations that apply to information the Customer may access through the Platform. By continuing to have access to the Platform and to confidential information provided by Accumeo, by unlisted companies or by selling shareholders through Accumeo (including on the Platform), the Customer acknowledges that those parties are entitled to enforce the confidentiality provisions of the Terms directly against the Customer.

Unless stated otherwise, “Confidential Information” means information obtained or provided under the Terms, as well as any other information concerning the business of the Customer, Accumeo or the third parties referred to above.

The party receiving Confidential Information (the “Receiving Party”) may disclose Confidential Information only where required by law or other regulation, or where the party that provided the information (the “Disclosing Party”) so directs and the disclosure relates to the services or products made available via the Platform. The Receiving Party is not liable to the Disclosing Party or to anyone else for damage resulting from a breach of confidentiality by a person who received the information at the Disclosing Party’s direction. The Receiving Party may disclose Confidential Information to the following persons (each an “Authorised Recipient”), provided that each Authorised Recipient is informed of the confidential nature of the information and is bound by confidentiality obligations corresponding to those set out in this Section:

• The Receiving Party’s directors, senior executives and employees.
• The Receiving Party’s Affiliates (as defined below) and their directors, senior executives and employees.
• Advisers, subcontractors, service providers and agents engaged by the Receiving Party or its Affiliates, as well as business or legal consultants engaged to advise the Receiving Party or its Affiliates on matters relating to their operations.
• In the case of Accumeo, also the securities company on whose behalf Accumeo provides its services (see Section 10) and Finansinspektionen and other competent authorities.

The Receiving Party is responsible for ensuring that its Authorised Recipients comply with the confidentiality obligations. In the Terms, “Affiliate” means a legal entity (limited company, partnership, joint venture or other organisation) that is directly or indirectly controlled by a party or by a party’s parent company, or that is under the same control as a party. Control means the ability, directly or indirectly, to determine the entity’s management, policies or operations, whether through the holding of voting shares, by agreement or otherwise. When such control ceases, the entity is no longer an Affiliate.

The confidentiality obligations in this Section do not apply to information that becomes publicly known without any breach of the Terms by the Receiving Party, that the Receiving Party had already lawfully obtained without an obligation of confidentiality before receiving it from the Disclosing Party, that the Receiving Party subsequently obtains lawfully and without an obligation of confidentiality from a third party, or that the Receiving Party has independently developed.

The Customer acknowledges and accepts that Accumeo may, to the extent permitted by law, access, review, store and disclose the Customer’s login credentials, the Customer’s usage history and the content the Customer provides, in order to comply with laws, other regulations, legal processes or requests from authorities (including Accumeo’s record-keeping and reporting obligations under securities and anti-money laundering legislation), to respond to claims that certain content infringes third-party rights such as intellectual property rights, to enforce the Terms and investigate suspected breaches, to detect, mitigate or address fraud and security-related or technical issues, to handle the Customer’s customer service matters, or to protect the rights, property or personal safety of Accumeo, its users or the public.

Accumeo may provide automatic or optional alerts relating to the Platform or to the Customer’s activity on the Platform. Certain automatic alerts may be sent following changes to the Customer’s information, for example changes to the Customer’s login credentials.

Optional alerts may be enabled by default. Accumeo may introduce new alerts or discontinue certain alerts. Each alert may have different configuration options, and the Customer may be asked to confirm those choices when activating an alerts function. All electronic alerts are sent to the email address the Customer has provided to Accumeo.

The Customer acknowledges that alerts received through the Platform may be delayed or prevented for various reasons. Accumeo endeavours to provide alerts on time and with accurate content but cannot guarantee that they are delivered on time or that their content is accurate.

The Customer grants Accumeo the right to use, free of charge, the information, data, materials and other content (together “Account Content”) that the Customer submits in connection with the Platform, so that Accumeo can provide and develop the Platform and related services, subject to the limitations following from Section 6 and the Privacy Policy. The Customer hereby grants Accumeo an irrevocable, perpetual, global, royalty-free, sublicensable and transferable licence to use, in any form, ideas, suggestions, requests and feedback (“Feedback”) that the Customer provides in relation to the Platform or Accumeo’s services.

The Platform’s design, structure and presentation (including text, images, graphics, logos and button icons), editorial material, photographs, announcements, software (including HTML-based software) and other materials are protected by Swedish and other applicable copyright and trademark legislation and by other rules. The materials on the Platform are owned by or licensed to Accumeo and its Affiliates and their respective software and content providers.

Accumeo grants the Customer the right to view and use the Platform in accordance with the Terms. The Customer may download or print one copy of materials from the Platform, but only for the purpose for which the materials were provided to the Customer. Any other distribution, republication or electronic copying of content from the Platform, in whole or in part, requires Accumeo’s prior written consent.

Accumeo AB is registered with the Swedish Financial Supervisory Authority (Finansinspektionen) as a tied agent (anknutet ombud) of Aqurat Fondkommission AB, a Swedish securities company authorised under the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden).

The investment service provided through the Platform consists of the reception and transmission of orders in respect of shares in unlisted companies. Accumeo does not provide investment advice, portfolio management or safekeeping of financial instruments, and the Platform is not intended to provide legal, tax or financial advice. The Platform is not a regulated market or a multilateral trading facility.

Under the Swedish Securities Market Act (lagen (2007:528) om värdepappersmarknaden), clients are categorised as non-professional clients, professional clients or eligible counterparties. The category determines the level of protection the Customer receives, non-professional client being the highest. Accumeo categorises the Customer as a non-professional client.

The Customer may request in writing to be treated as a professional client or as an eligible counterparty. Accumeo assesses such a request against the applicable requirements and in accordance with its client categorisation guidelines and is not obliged to grant it. If a request is granted, the Customer loses part of the protection afforded to non-professional clients. Further information on client categorisation is provided by Accumeo on request.

Unless otherwise agreed in writing, Accumeo charges a fee of three (3) per cent of the transaction value for each transaction carried out through the Platform. Information about all costs and charges relating to a transaction is provided to the Customer before the transaction is carried out. Accumeo may receive fees from the counterparty to a transaction or from the issuer.

Accumeo’s complaints procedure, including how a complaint is submitted and how complaints are handled, is described on the Platform.

If the Customer is a consumer and the Terms have been concluded at a distance, the Swedish Distance and Off-Premises Contracts Act (lagen (2005:59) om distansavtal och avtal utanför affärslokaler) applies to the Terms. The Customer has a right of withdrawal and may withdraw from the Terms within 14 days from the day they were concluded. To exercise the right of withdrawal, the Customer must notify Accumeo at info@accumeo.com before the withdrawal period expires.

The right of withdrawal does not apply to the individual services and transactions carried out within the framework of the Terms. An order that has been placed and transmitted can therefore not be withdrawn under the right of withdrawal.

If the Customer exercises the right of withdrawal, the Customer remains liable to pay for services that have been provided and for transactions that have been carried out before Accumeo received the Customer’s notice, and the Terms continue to apply to those services and transactions until they have been settled.

No information displayed on or downloadable from the Platform is to be regarded as an offer or solicitation from Accumeo or its Affiliates to buy or sell securities. Nor does such information constitute an offer from Accumeo or its Affiliates to provide, or the provision of, legal advice, investment advice or related services.

The Platform may contain forward-looking statements regarding certain securities. Statements on the Platform that do not concern historical or current circumstances constitute forward-looking statements. Such statements can be identified by words and expressions such as “believes”, “expects”, “intends”, “plans”, “estimates”, “calculates”, “may”, “will”, “should”, “potential”, “continued”, “approximately” and similar expressions. The statements are based on assumptions and assessments made at the time, on the basis of the information then available, but they are subject to known and unknown risks, uncertainties and other circumstances. Those circumstances may cause the actual outcome, results or financial position to differ materially from what is stated in the forward-looking statements. Accumeo is under no obligation to review, confirm or update forward-looking statements.

Anyone considering buying or selling securities should carry out a thorough assessment and complete the transaction only after conducting their own investigation and obtaining independent professional advice. The Customer is encouraged to obtain advice tailored to the Customer’s own situation from the Customer’s own legal, financial, tax or other advisers. The Customer acknowledges that it is the Customer’s responsibility to become familiar with the terms of the opportunities presented on the Platform, including any associated fees, before placing an order or submitting an indication of interest.

Shares in unlisted companies are not admitted to trading on a trading venue and are not subject to the disclosure requirements that apply to listed companies. The Customer acknowledges that the counterparty to a transaction, the issuer or others may hold information about the issuer or its shares that has not been made available to the Customer, and that such information may indicate a value that differs materially from the price offered or stated. Accumeo does not verify information provided by issuers or counterparties. Investments in unlisted companies involve a high risk, including the risk of losing the entire invested amount, and the shares may be difficult or impossible to sell.

The disclaimers and limitations of liability in Sections 14 and 15 apply for the benefit of Accumeo, Accumeo’s employees and directors, and the contractors and suppliers Accumeo engages for the Platform. References below to Accumeo therefore include them.

To the extent permitted by mandatory law, all content and all products and services on the Platform are provided “as is” and “as available”. Accumeo gives no express or implied representations or warranties regarding the content or operation of the Platform.

Accumeo gives no express or implied representations or warranties that the content of the Platform is accurate, reliable or complete, whether the content originates from Accumeo or from a user of the Platform (including issuers and counterparties to transactions). Accumeo expressly disclaims warranties that the content does not infringe third-party rights, that it is of a particular quality or that it is fit for a particular purpose, as well as warranties that might otherwise follow from trade usage or course of dealing.

To the extent permitted by mandatory law, Accumeo is not liable, whether in contract or in tort (including negligence), to the Customer or to any third party for indirect damage, consequential damage or loss of profit or revenue arising in whole or in part from the Customer’s use of or inability to use the Platform, from Accumeo’s services via the Platform or from the Terms. This applies even if Accumeo has been advised of the risk of such damage or if the damage could have been foreseen.

Nor is Accumeo liable for any failure or delay in performance resulting from circumstances beyond Accumeo’s control, such as legislative or governmental action, war, acts of terrorism, natural disaster, strike, lockout, boycott, blockade or similar circumstances, or interruptions in public electricity or telecommunications networks.

Regardless of anything else stated in the Terms, and to the extent permitted by mandatory law, Accumeo’s aggregate liability to the Customer for direct damage, regardless of the basis of the claim, is limited to the higher of SEK 25,000 and the fees the Customer has actually paid to Accumeo for access to or use of the Platform or for Accumeo’s services during the twelve (12) months preceding the date on which the claim arose.

The limitations and exclusions in this Section do not apply to damage caused by Accumeo through wilful misconduct or gross negligence, or to liability that cannot be limited or excluded under mandatory law.

The Customer must notify Accumeo in writing of a claim within a reasonable time, and no later than twelve (12) months from the date on which the Customer became aware, or ought to have become aware, of the circumstances on which the claim is based.

Subject to the limitations following from mandatory law, Accumeo is not liable for information provided to Accumeo by third parties and made available to the Customer under Section 3.

The Customer undertakes to indemnify and hold Accumeo harmless against all losses, claims, damages, liabilities, expenses and costs, including reasonable external legal fees and costs of investigating a claim, arising in whole or in part from or in connection with the Customer breaching any law or other regulation, Accumeo’s trademarks, Confidential Information or customer data being used without authorisation, the Customer breaching the Terms, or a third party bringing a claim against Accumeo as a result of the Customer having used the Platform in breach of the Terms. The same applies for the benefit of the persons referred to in Section 14.

The Terms apply for as long as the Customer has access to the Platform. The Customer may terminate its access to the Platform at any time by notifying Accumeo at info@accumeo.com. Accumeo may terminate the Customer’s access to the Platform on thirty (30) days’ notice, or with immediate effect if the Customer is in breach of the Terms or if required by law or other regulation. Regardless of anything else stated in the Terms, the Customer’s undertakings, representations, warranties and indemnities under the Terms survive the termination of the Terms.

Accumeo is entitled to amend the Terms. Accumeo notifies the Customer of amendments by email or through the Platform no later than two (2) months before they take effect. Amendments that are required by law or other regulation, or that are solely to the Customer’s benefit, may take effect earlier. If the Customer does not accept the amended Terms, the Customer may terminate its access to the Platform free of charge before the amendments take effect. If the Customer continues to use the Platform after the amendments have taken effect, the Customer is deemed to have accepted the amended Terms.

Swedish law applies to the Terms. Any dispute arising out of the Terms shall be settled as follows. If the Customer is a consumer, the dispute shall be settled by the general courts, with Stockholm District Court (Stockholms tingsrätt) as the court of first instance.

If the Customer is not a consumer, the dispute shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language of the proceedings shall be Swedish. The arbitration and all information disclosed in the course of it shall be kept confidential.

If a provision of the Terms is held by a competent court to be invalid or unenforceable, the Terms shall otherwise continue to apply and only the provision held to be invalid or unenforceable shall be severed.

Accumeo’s failure to exercise or enforce a right or remedy under the Terms or under law does not mean that Accumeo waives any other right or remedy.

Accumeo may, without the Customer’s consent, assign, transfer, pledge or otherwise dispose of its rights, benefits and obligations under the Terms, in whole or in part, to any party, including in connection with a merger, demerger, reorganisation, financing or a transfer of all or part of Accumeo’s business or assets. Accumeo may also have its obligations performed by a group company or a subcontractor. A change of ownership or control of Accumeo does not constitute an assignment and requires neither notice to the Customer nor the Customer’s consent. Where an assignment concerns the provision of investment services, the assignee must hold the authorisation or registration required to provide those services. Accumeo informs the Customer of an assignment of the Terms by email or through the Platform. If the Customer is a consumer, an assignment does not restrict the Customer’s rights under the Terms or under mandatory law. The Customer may not assign or transfer its rights or obligations under the Terms, in whole or in part, without Accumeo’s prior written consent, which Accumeo may withhold at its own discretion. This Section survives the termination of the Terms.

Unless otherwise stated, the Terms constitute the parties’ entire agreement on the matters they address and supersede all previous agreements on those matters.

The Terms are available in Swedish and in English. In the event of any discrepancy between the versions, the Swedish version prevails.