1) Parties to the contract and its scope of application
The Terms and Conditions for Placement Orders („Terms“) by Query GmbH, Große Reichenstraße 27, 20457 Hamburg („Query“) and DonauCapital Wertpapier GmbH, Passauer Straße 5, 94161 Ruderting apply to placement orders („Agreement“) by investors who are potentially making investments using Query GmbH („Customers“).
Under the liability and for the account of DonauCapital, Query provides investment brokerage services according to § 2 section 2 no. 3 of the German Investment Institutions Act („Wertpapierinstitutsgesetz or WpIG“) (§ 3 section 2 WpIG). Query neither provides any further investment services pursuant to section 2 paragraph 2 WpIG, in particular, no financial asset management nor is it licensed for such services.
Within the scope of an investment brokerage, Query acts as a representative of DonauCapital. The client’s counterparty is DonauCapital, represented by Query.
Query is not authorized to make investment decisions on behalf of the customer. Customers are responsible for making their own investment decisions.
Clients are free to contact DonauCapital at any stage of the business relationship and in the event of any questions or problems.
These conditions are exclusively valid. Conditions opposing or deviating from these terms and conditions of the customer are inadmissible. Even if DonauCapital and Query have not explicitly disagreed with their validity, this remains unaffected. DonauCapital and a customer may reach individual agreements that take priority over the provisions contained in these Terms and Conditions. Without exception, DonauCapital and Query shall enter into such agreements only if they are in writing and at least in the form of text.
2) Scope of Services
Query engages in business relationships with various investment management companies or fund managers (jointly „Fund Managers“) as well as Fund Placement Agents both in Germany and abroad. Depending on the scope of the fund manager’s or placement agent’s authorization, Query exclusively provides the following services:
1. Offer regarding non-EU/EEA licensed funds/fund managers
In relation to fund managers who or whose financial instruments do not have the necessary authorization for distribution in the EU or the EEA, Query provides contact between clients. These contacts are specified in section 3 and the fund manager (advice) and, if necessary, provide general information on the fund manager and its model investment terms and conditions.
2. Quote relating to EU/EEA licensed funds/fund managers
Regarding fund managers who or whose financial instruments have the required license for sales in the EU/EEA, Query performs the verification activity with respect to clients concerning specific equity investments, but not with respect to debt capital (investment brokering).
3. Quotation when Fund Placement Agents are involved
As part of Query’s cooperation with fund placement agents, Query provides contact between the client and the fund placement agent (advice) and, if necessary, provides general information concerning the fund manager and its model investment terms and conditions.
3) Clients and terms of cooperation
1. Offer for entrepreneurs who are professional clients only
Only those who have sufficient experience, knowledge, and expertise to make their own investment decisions and adequately evaluate the involved risks are eligible to become a customer.
The services provided under the agreement are only intended for individuals who are classified as so-called professional clients in accordance with § 67 of the WpHG. If a Customer considers that he/she has been misclassified as a professional customer, does not wish to be classified as such for any other reason, or believes that he/she is unable to make the assessment set out above, the customer must inform Query or DonauCapital immediately.
2. Limited Range of Services
Query or DonauCapital are under no obligation to permanently or continuously monitor a securities account, portfolio, or individual investments. Neither Query nor DonauCapital owes any asset management or monitoring services.
2.1. Investment brokerage
Within the scope of an investment brokerage, Query or DonauCapital will provide product-related information and subsequent investment brokerage (meaning brokerage of deals on the acquisition and sale of financial instruments). Upon request, Query will arrange the information on individual financial instruments for the customer and establish contact with the appropriate fund manager, who can explain the function and mode of operation. The fund manager can also clarify the opportunities and risks of the individual financial instrument. Under no circumstances will Query or DonauCapital provide investment advisory services. Query or DonauCapital will not give recommendations to the customer based on the customer’s personal circumstances. Consequently, the customers are responsible for determining for themselves whether the investment decision to be made is in line with their financial circumstances, their risk tolerance, their investment goals, and their investment horizon. In the case of professional customers, Query or DonauCapital does not have to perform an assessment of appropriateness and does not perform such an assessment. Accordingly, Query or DonauCapital does not check if the customer has sufficient skills and experience regarding the intended transactions. Query or DonauCapital rather assume that the customer has the required knowledge and expertise to understand the risks associated with the transactions.
Query or DonauCapital do not take instructions regarding the acquisition or disposal of financial instruments („Order(s)“). Clients must place orders directly with the fund manager or fund placement agent.
2.2. Giving advice
As part of providing tips, Query merely initiates contact between the fund manager or fund placement agent and the client, without any reference to a specific financial instrument.
2.3. Additional information
Query and DonauCapital have no right to obtain ownership or possession over the customer’s assets.
Query and DonauCapital do not provide legal or tax advice.
4) Duties of the customer
Regarding the information provided to Query and DonauCapital, the customer is obliged to cooperate per its own obligations. In the event of any change in the customer’s circumstances that are relevant to this contractual relationship (such as address, contact data, authorization to represent the customer, classification as a professional customer), the customer shall notify Query of such change in text form.
5) Communication in electronic form
The customer explicitly agrees that information for which the use of a durable data medium in paper form is required may also be provided by alternative methods (such as e-mail). If Query or DonauCapital requests confirmation of receipt or reading from the customer when supplying information by e-mail, the customer agrees to comply with this request.
Contributions may be made to DonauCapital by third parties, particularly investment companies and security issuing companies. We will gladly provide more details on the following statements upon request.
Distribution remunerations paid by emitters linked to certificates to DonauCapital regularly take the form of commissions both for the brokerage and for the holding of the certificates (for instance, in the form of placement commissions or sales follow-up commissions). The amount of placement commissions for DonauCapital on certificates is usually set up to 2% of the amount placed. The amount of follow-up sales commissions for DonauCapital on certificates is generally up to 2.0% annually of the portfolio volume.
DonauCapital is also entitled to receive benefits, such as product-related training courses, social benefits, financial analyses, and other informative materials, along with discounts on the price of issue up to the amount of the placement commission. Such benefits depend on the respective product provider or other third parties.
DonauCapital agrees to pass on a substantial part of the above benefits to Query as consideration for its activities under this agreement.
Upon the provision of the aforementioned monetary and in-kind benefits to DonauCapital, the customer expressly agrees to such provision and waives any right of surrender to itself. Insofar as the customer and DonauCapital enter into an agreement that deviates from the statutory provision in §§ 665, 667 BGB. Otherwise, DonauCapital would be obligated to return such benefits to the customer.
DonauCapital accepts this renunciation as a precaution.
DonauCapital and Query will perform its services with the diligence of a prudent businessperson. However, they do not warrant a specific investment performance, or the correctness and completeness of the information provided by third parties (for example, fund managers) via them to the customer.
DonauCapital and Query are only liable for losses that can be put down to intentional or negligent behavior on the part of DonauCapital or Query or their vicarious agents. That excludes the liability for injury of life, body, and health as well as the violation of essential contractual obligations (cardinal duties).
Except for intentional or negligent behavior or injury of life, body, and health or breach of essential contractual obligations, the liability of DonauCapital and Query is restricted to losses typically predictable upon conclusion of the contract and to the numeral of average losses that are standard for this type of contract. Furthermore, this also applies to indirect damages, especially loss of profit.
Both DonauCapital and Query handle personal data in the manner prescribed by the applicable statutory data privacy regulations. Query is not held responsible for any violations of these provisions committed by DonauCapital. Further details regarding the processing of personal data within the frame of this contractual relationship are set out in the data protection declarations, which are available at https://query-capital.com/privacy-notice/
9) General Conditions
If any provision of these terms and conditions is or becomes invalid, the validity of the remaining provisions shall not be affected.
This agreement is an exclusive subject matter of German law.
Jurisdiction for disputes arising from and in connection with this contract is – as far as legally permissible – Hamburg.