Tessin’s Terms of Use

1. General

When accepting the "Terms of Use for tessin.com" ("Terms of Use") a person is considered an "Investor" (as defined below) and hereby certifies that:

They are interested in receiving offers for real estate investment opportunities in simple, non-transferable, debt securities issued by private limited liability companies, housing associations, housing and real estate corporations, financial associations, or similar entities with estimated annual returns above 5% ("Investments" or "Real Estate Investments ") .
They are at least 18 years old, agree to all terms and conditions of the Terms of Use in full, and that they are a registered resident with full liability, or generally taxable in the EEA (European Economic Area) .
They are at least 18 years old (in the case they represent a company or another legal person), they are an authorized signatory or an acting power of attorney (which binds the legal person to the Terms of Use), and that they, on behalf of the legal entity, and on their own part, consent to all Terms and Conditions of the Terms of Use in full, including but not limited to the "Liability Limits" and "Risks" paragraphs below.
They (If they do not represent a company or other legal person) invest solely on their own behalf and not on the behalf of someone else in any way, i.e., as an authorized representative, agent, contractor, or someone similar.

The Terms of Use contains information specified in chapter 6a of the Finnish Consumer Protection Act (1978/38) and the information is provided in Swedish, which is the valid language used during the contract period.

2. About Tessin

Tessin operates an investor network ("The Investor Network"), which consists of natural and legal persons who, with the electronic Bulletin Board at tessin.com ("Bulletin Board"), have notified their interests in real estate investments and have approved the company’s Terms of Use ("Investors"). The Bulletin Board is a link between real estate companies in need of capital ("Real Estate Company") and Investors. When logged in on the Bulletin Board, the Investor has the opportunity to report their interest in specific Investments by "reserving shares". Investors who "reserved shares" may then receive a detailed investment offer, which is then completed when the Investor signs a separately distributed electronic subscription list or an electronically simple, non-transferable debt instrument. The reservation of units is to be regarded as an expression of interest and is non-binding for the Investor. A legal obligation does not occur until the electronic subscription list is signed or debt securities are issued. The number of investors in an investment is always limited to a maximum of 200 when the issuer is a limited liability company. The investor is not charged any fees for the use of the Bulletin Board.

The Bulletin Board and the Investors’ network are run and administered by Tessin Nordic AB (556965-9187), Box 3627, 103 59 Stockholm, and its branch in Finland, which is registered with the Finnish Trade Register (2926946-8), Itämerenkatu 5 2, 00180 Helsinki ("Tessin"). Tessin is a link between Investors and real estate companies, which means that Tessin neither directly nor indirectly runs, manages, owns, or is responsible for any particular investment. Tessin handles no capital and receives no payments. All payments related to real estate investments are made through a payment service which, on behalf of a respective real estate company, is provided by Zimpler AB (556887–9984) ("Zimpler"). Zimpler is a payment institution and is authorized by The Swedish Financial Supervisory Authority (Finansinspektionen) to carry out payment transactions and is registered with the Financial Supervisory Authority in Finland as a payment institution with cross-border activities in the EEA.

3. Supervisory authority

In Sweden, Tessin is registered as a financial institution with the Swedish Financial Supervisory Authority in accordance with the Act (1996: 1006) and obligated to provide notification of particular financial activities. However, Tessin is not responsible for the Swedish Financial Supervisory Authority's supervision in Sweden.

In Finland, Tessin is, or has applied to become, registered as an intermediary of grassroots financing in accordance with the Act on Grassroot Financing (25.8.2016/734) and is regarded as another financial market participant by the Swedish Financial Supervisory Authority. Contact information for the Finnish Financial Supervisory Authority can be found here: Snellmaninkatu 6, PB 103, 00101 Helsinki, tel. +358 (0) 9 183 51, e-mail: kirjaamo (at) finanssivalvonta.fi.

4. Measures against money laundering and terrorist financing

All financial institutions are required to have sufficient knowledge about their customers in order to assess the risk of money laundering. This is regulated by Swedish law (2017: 630), which discusses measures against money laundering and terrorist financing and a Finnish law about the prevention of money laundering and terrorist financing (444/2017). For this reason, the Investor is obligated to answer correctly, completely, and truthfully all questions in the customer knowledge form that is made available after the Investor has reserved shares on the Bulletin Board. Furthermore, identity checks are carried out before an investment is completed by signing an electronic subscription list or the debt instrument in Scrive, which is completed with the help of a BankID.

As part of Tessin's action against money laundering and terrorist financing, an Investors who invests as a natural person (i.e., who does not invest as a representative of a company or other legal entity) may not invest in of someone else in any form - not as an authorized representative, agent, contractor or someone similar. Contact Tessin at info@tessin.com for any further questions about this issue.

5. Investors from outside Sweden/Finland/EEA

No Investments are directed, directly or indirectly, to individuals who reside or are registered and / or taxable outside the EEA. Individuals who reside or are registered and/or taxable outside the EEA are not permitted to register for the Investor Network nor complete an Investment.

No Investments have been registered and will not be registered under the United States Securities Act of 1933 or under any corresponding law in any state in the United States, or under applicable law in another country. No Investments are directed, either directly or indirectly, to (i) resident of the United States, Australia, Japan, New Zealand, South Africa, Canada or any other country where the distribution of an Investment or an Investment Offer contravenes applicable laws or regulations, or presupposes practices, registrations or other measures than the requirements of Swedish or Finnish law or (ii) such persons whose participation for any other reason presupposes practices, registration or other measures than those which result from Swedish or Finnish law. Neither the offer of Investment, subscription notification, debt securities or other information may be distributed in or to a country where the distribution or offer of the Investment requires registration measures or other measures than those that follow Swedish or Finnish law or conflict with applicable rules in such country. It is the responsibility of the investor to observe such restrictions in accordance to laws and regulations outside Sweden.

6. Use of the Bulletin Board

The investor is responsible for ensuring that all use of the Bulletin Board takes place in accordance with the Terms of Use, laws and practices of the industry. The investor also agrees not to share or forward information, materials or offers linked to Investments to the general public or to third parties who are not considered Investors in accordance with the Terms of Use.

The investor shall ensure that login information for the Bulletin Board is not shared with third parties and is obliged to immediately inform Tessin if the login information is lost or falls into wrong hands.Tessin is not responsible for any damage that may result from a third party using an Investor's login information to access the Bulletin Board .

Tessin reserves the right to immediately block the Investor's account and/or withdraw the status of "Investor" in the event that the Investor violates the Terms of Use and / or in the event that the Investor's actions, in Tessin's opinion, directly or indirectly damage or risk damaging Tessin and/or the Bulletin Board.

7. Intellectual Property Rights

Tessin and/or a third party holds ownership and all intellectual property rights to the Bulletin Board and the programs that operate the Bulletin Board. The investor only holds the rights expressly stated in the Terms of Use. The investor is aware that pictures, films, texts, and other forms of content on the Bulletin Board are protected by intellectual property rights and agrees not to use them. Tessin does not grant, neither directly nor indirectly, any license or right of use to the pictures, films, texts or other forms of content contained on the Bulletin Board.

The Investor understands that the Bulletin Board and the programs that are on the Bulletin Board contain intellectual property rights held by Tessin and/or third parties. No part of the programs may be copied, modified, or translated, and the programs’ code may not be dissected or decrypted.

8. Personal Information

Tessin manages the Investor's personal data for the following purposes: providing information for the Investor Bulletin Board, connecting the Investor with relevant information about the real estate investments and or other services offered, developing the Bulletin Board, and fulfilling legal obligations.

By accepting the Terms of Use, the Investor agrees that Tessin or Tessin's partners can direct marketing to the Investor, by e-mail or by other means. The Investor is entitled to withdraw their consent to direct marketing by contacting Tessin at info@tessin.com or deregistering from the mailings received.

9. Right to cancel under the Swedish Distance Contracts Act

This paragraph is applicable only to Investors who are natural persons and who are acting in the capacity of private individuals and not as representatives of a legal entity. Under the Swedish Act on Distance Contracts and Off-premises Contracts (2005:59) ("The Distance Contracts Act"), Investors have the right to cancellation within 14 days of becoming an Investor and thereby be deregistered from the Bulletin Board. Investors may do so by sending notification of this by e-mail to info@tessin.com within the stated period. Under the Distance Contracts Act, Tessin shall provide information as follows:

This contract may entail taxes, charges or costs that are neither paid nor debited by Tessin.
Tessin will not invoice any charge or equivalent in conjunction with the Investors’ use of the right of cancellation under the Distance Contracts Act.
Tessin complies with the Swedish Marketing Act (2008:486).

Note that the right of cancellation under the Distance Contracts Act applies only to registration on the Bulletin Board, not the Investments themselves.

10. Right to cancel under the Finnish Consumer Protection Act

This paragraph is applicable only to Investors who are natural persons and who are acting in the capacity of private individuals and not as representatives of a legal entity. Under the Finnish Consumer Protection Act (20.1.1978/38) ("The Consumer Protection Act*“), Investors have the right to cancellation within 14 days of becoming an Investor and thereby be deregistered from the Bulletin Board. Investors may do so by sending notification of this by e-mail to info@tessin.com within the stated period. Under the Consumer Protection Act, Tessin shall provide advance information to Investors who are natural persons:

This contract may entail taxes, charges or costs that are neither paid nor debited by Tessin. Income tax and/or other currently applicable taxes, shall be paid on interest income earned on their Investments by Investors who are generally liable for tax in Finland.
Tessin will not invoice any charge or equivalent in conjunction with Investors’ use of the right of cancellation under the Consumer Protection Act.
Tessin complies with the Consumer Protection Act.

Note that the right of cancellation under the Consumer Protection Act applies only to registration on the Bulletin Board, not the Investments themselves.

11. Availability

The Bulletin Board may at times be wholly or partly unavailable due to maintenance or for other reasons. Tessin is not responsible under any circumstances for any consequences or harm resulting from the Bulletin Board not being able to be used in the intended manner.

12. Cookies

Cookies are necessary for the user to be able to use tessin.com ("The Bulletin Board") and its functions on a regular basis. Tessin uses cookies when a user visits the site. A cookie is a small information file that is placed on the user’s computer. Tessin uses both session cookies that are removed when a user closes their browser and, when needed, cookies that remain longer. Tessin also collects statistics on visitors to the Bulletin Board by means of cookies. The information collected might for example consist of details of which pages on the Bulletin Board were visited and how much time the user spends on the site.

Tessin uses cookies to run the Bulletin Board and the services provided. Cookies may in the future also be used to analyse how the Bulletin Board is used and to improve Tessin’s services and tools.

If an Investor wishes, they can turn off the cookies function in their browser. They can do so by accessing their browser’s security settings. However, this might mean that they cannot use certain services on the Bulletin Board now or in the future.

Tessin uses, or may in the future use, the following cookies when an Investor visits the Bulletin Board and/or when they use one of the Bulletin Board’s services:

Google Analytics and Facebook are used to register and analyse visitors’ activity on the Bulletin Board. This cookie is permanent and is set by Google and Facebook.
Session cookies are set automatically by the Bulletin Board and are needed for the Bulletin Board to be able to function. When a user closes their browser, this cookie is removed automatically and the information is not passed on to any external party.

Most browsers are set to accept cookies. If a visitor or user of any of Tessin’s services no longer wishes Tessin to collect information about them through cookies, they can simply remove the cookies by changing their browser’s settings. They can find more information about the use of cookies and how they can be blocked at allaboutcookies.org.

As a user of the Bulletin Board an Investor understands and accepts that the services’ functionality, quality, and availability may be reduced or prevented if they do not approve the use of cookies. Tessin is not responsible for information placed on or gathered from a user's equipment by a third party’s cookies.

13. Contract period, termination, and changes

The contract, which the Terms of Use constitute, applies up to further notice until it is terminated by one of the parties. Tessin may change the Terms of Use at any time and will then publish the amended Terms of Use on the Bulletin Board. The amended terms apply to new users and Investors from and including the date they are published on the Bulletin Board. Existing Investors are bound by the amended terms 14 days after notification by e-mail or by publication on the Bulletin Board. Should an Investor not approve the amended Terms of Use, the Investor should give notice of termination of the contract within 14 days of the amended terms being published on the Bulletin Board.

14. Risks

Tessin issues no recommendations, advice or guarantees with regard to Investments. Tessin merely makes a technical tool and a Bulletin Board available to Real Estate Companies and has no responsibility for or insight into the investment, the marketing, or the offer. The Investments marketed on the Bulletin Board are in normal cases associated with high risk. These usually relate to front end financing, with or without subordinated securities. It is typically smaller players with limited financial resources who offer the Investment. Generally, all Investments marketed on the Bulletin Board are associated with risks that banks or financial institutions do not accept, which is also the reason why the estimated return is unusually high. Anyone who cannot be considered an experienced real estate investor should always consult relevant expertise, such as financial advisors, investment advisers, a lawyer, an auditor or similar, before making an Investment.

Every Investment Offer is unique and it is therefore of the utmost importance that the Investor carefully evaluates both the Investment Offer and the Real Estate Company before making an Investment. The Real Estate Company is responsible for both carrying out and administering the Investment, as it is for the Investment Offer in its entirety, including, but limited to, its terms and conditions, forecasts and any promises. The Investment Offer has been designed and approved by the Real Estate Company.

Real Estate Investments or Investments marketed on the Bulletin Board are not protected by the provisions of the Swedish Deposit Guarantee Act (1995:1571), the deposit guarantee referred to in the Finnish Financial Stability Authority Act (19.12.2014/1195), or the Swedish Investor Compensation Act (1999:158), or the compensation fund for investor protection referred to in Chapter 11 of the Finnish Investment Services Act (747/2012), or other guarantees not specifically stated, meaning that the Investor cannot receive any compensation under these rules should the Real Estate Company be declared bankrupt or have payment difficulties.

The Investor is aware that the Investment Offer, due to lack of interest or for some other reason, may be cancelled at any time. The Investor is aware that the possibility to withdraw from an ongoing Investment will in many cases be small or non-existent. The Investment is not listed and the Investor will therefore not be able to dispose of it on the Stock Exchange or a related marketplace. The Investor is also aware that the simple promissory note issued by the Real Estate Company is often not transferrable.

The Investor is wholly responsible for their use of the Bulletin Board and for any investment decisions made that may arise from this. The Investor is aware that an Investment is always associated with risk and that all or part of the invested capital may be lost. The Investor is also aware that some Investments are associated with unusually high risk, including, but not limited to, construction risk, financial risk, liquidity risk, counterparty risk, and disposal risk. The Real Estate Company will in many cases lack considerable financial resources, which may lead to further elevated risk for the Investor.

Read more about general investment risks at tessin.com/risker.

15. Limitation of liability

In addition to what is in other respects stated on the Bulletin Board, the following disclaimers apply:

Tessin issues no guarantees or promises with regard to content, information, calculations, estimates, promises or other things presented on the Bulletin Board, regardless of whether it derives from the Real Estate Company or not. Tessin takes neither direct nor indirect responsibility for the Investment Offer and an Investment is solely a matter between the Investor and the Real Estate Company and Tessin is to be regarded solely as a link between them. Tessin does not issue any guarantees or promises with regard to the Bulletin Board or its functions, availability, quality, usability or security. Neither Tessin nor the Bulletin Board have any direct or indirect connection with, influence over or responsibility for the Real Estate Company, the Investment or the Investment Offer. Tessin represents neither the Real Estate Company nor the Investor, makes no assessments of the Real Estate Company or the Investment Offer and gives no recommendations or opinions to any party with regard to the Investment Offer.

The Investor undertakes, without limitation of time, to neither directly nor indirectly put forward demands or claims against Tessin, its group or associated companies, owners or representatives (board members, CEO staff and consultants) arising out of (i) unavailability of the Bulletin Board (ii) direct or indirect loss of capital in connection with an investment (iv) the Investor not being invited to complete an Investment (v) the Real Estate Company failing to fulfill its obligations and/or comply with relevant agreements, regulations, legislation or rules (vi) measures and/or decisions arising out of the Investment being taken at the wrong time or to the wrong extent (vii) the Real Estate Company providing incorrect or misleading information about itself, the Investment Offer or something else.

Tessin is not under any circumstances liable for indirect harm or loss of revenue. Tessin’s total liability towards the Investor shall not under any circumstances exceed the maximum amount of SEK 10,000 or EUR 1,000.

16. Applicable law and resolution of disputes

The Terms of Use are governed by Swedish law. All disputes arising out of the Terms of Use shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

With the exception of the above-stated concerning applicable law and resolution of disputes, claims made by consumers whose domicile or normal place of residence is in Finland shall be examined in the district court within whose ambit the consumer is domiciled or normally resident. The Terms of Use are governed by Finnish law for consumers domiciled or normally resident in Finland. A consumer may request a recommendation from the consumer dispute board in order to settle a dispute. A request for a recommendation for settlement is made by submission of a written or electronic application to the consumer dispute board at: Tavastvägen 3 / PB 306, 00531 Helsinki, phone number. 029 566 5200, e-mail: kril(at)oikeus.fi, website: www.kuluttajariita.fi/sv/index.html.

Risks?