| 1. Description of SANDAWE's service to Interneditor members |
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SANDAWE offers members the opportunity to discover graphic novel authors of and their book projects on www.sandawe.com. The member can support an author or a project s/he likes in the publishing of the book. To do this, the member can invest in shares of € 10 or multiples of € 10, to fund the creation of graphic novel up to the sale of its first edition. This investment makes him/her an Interneditor. As long as the project in which s/he has invested has not met its financial Goal, the Interneditor is free to move his/her shares to another project or recover them. The project's Goal is determined by SANDAWE, in agreement with the author and in accordance with the specificities of the project, in order to finance the first edition of the book. In principle, a first edition requires the financing of the following five items:
The Goal is a financial estimate established at the beginning of the project based what will be necessary for the marketing of the graphic novel in the context of SANDAWE which are listed above. This Goal can be revised upwards or downwards until it is reached. This allows SANDAWE to adjust certain parameters according to reactions on the site. For example, if the reception is particularly enthusiastic, the Goal may be increased to allow greater circulation, to give a better chance of commercial success. Once the project's Goal has been reached, the graphic novel project will have been publicly confirmed by all the Interneditors, and the author can confidently focus on the creation of his/her book. The Interneditors who supported the project are committed to promoting it to those around them when it is released, which will significantly increase the visibility of the book among the mass of all new books coming out at the same time. The Interneditor's share(s) in a project grant him/her the following privileges:
The Interneditor remains associated with the graphic novel project for a period of 5 years from its first marketing. S/he may view its sales in the VIP area of the proposed graphic novel and his/her account is credited based on these results and prospects of further editions. These SPECIAL TERMS AND CONDITIONS OF INTERNEDITORS complement the GENERAL TERMS AND CONDITIONS OF USE of Sandawe.com, which the Interneditor certifies that s/he has read and accepted. The Interneditor certifies that s/he accepts these SPECIAL TERMS AND CONDITIONS OF INTERNEDITORS when registering on the site www.sandawe.com and at each share purchase. This acceptance is confirmed during the registration process and at each purchase on www.sandawe.com. |
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| 2. Definitions |
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| 3. Nature and subscription of shares |
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Les Edinautes doivent posséder un compte en tant que membre sur www.sandawe.com, tel qu’indiqué à l’article 3 des CONDITIONS GÉNÉRALES D’UTILISATION. A chaque compte de membre correspond un crédit. Les sommes éventuellement disponibles à ce crédit peuvent être utilisées sur www.sandawe.com pour :
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| 4. Nature et souscription des parts |
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Each share is worth € 10 and gives the Interneditor who holds it a number of rights, once the Goal is achieved:
Each share is assigned to a graphic novel project. It is not a negotiable title, and it remains the property of the Interneditor who paid for it. It is non-transferable. As long as the graphic novel project has not yet reached its Goal, each share remains an open share. The money from each share is housed in a non-profit organization (NPO) called "Portefeuille Edinautes" whose sole purpose is to manage the open shares of Interneditors in the projects, either pending the achievement of their Goals, or to reimburse the Interneditors. In this period before reaching the target, the Interneditor agrees that the project may be removed at SANDAWE's discretion. The face value of his/her open share(s) shall be credited to his/her member account. The total amount of shares available to all Interneditors will always be less than € 100,000 per project. Once a project's Goal has been reached, the shares become non-refundable and are transferred to a temporary company dedicated exclusively to the operation of the graphic novel project. The Interneditor mandates SANDAWE to the creation of this temporary company in his/her name (with the other Interneditors of the project), to transfer its shares to the company and as temporary manager of the temporary company. The Interneditor may not own more than a 20% stake in the project. For example, if the Goal of the project is € 50,000, an Interneditor's stake may not exceed € 10,000. The amount invested per project will be visible at any time in real time on the project page. The amount that the Interneditor has invested will be visible at any time in real time on his/her account. |
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| 5. Remuneration of the Interneditor |
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The Interneditor is entitled to compensation proportional to the share(s) s/he has invested in the graphic novel project for a period of 5 years from the first sale of book created by the project. Between the first release of the book (after having spent the Goal of the project) and to recover the amount of his/her shares, the Interneditor will be entitled to 60% of net earnings of the project, in proportion to his/her share(s). At this point, his/her proportional compensation will be 40% of net earnings of the project. Net earnings are defined as revenues excluding taxes collected by the temporary company, after the deduction of the related operating costs. The net income balance is charged by SANDAWE as compensation for its management role. SANDAWE's billing will take place at each distribution of net earnings to the Interneditors of the project. In doing so, the financial interests of the Interneditors and SANDAWE will remain consistent. During the first two years of the book's operation, the statement of the earnings of the project will be conducted by SANDAWE and reported to the Interneditors on June 30th and December 31st of each year, but never less than six months after the book's initial sale. After this period, SANDAWE will announce one statement to the Interneditors on December 31st each year or within three months of receiving a statement from the distributors, As manager of the project and the temporary company, SANDAWE will act with reasonable and due care, and the common interest of the Interneditors and SANDAWE; for these purposes, SANDAWE reserves the right to maintain a portion of net earnings in the temporary company. The reserve fund thus constituted can serve two purposes:
The Interneditor accepts this principle to set aside funds, knowing that these funds belong to him according to the agreed proportion above. The Interneditor is also aware that this pool of funds also affects SANDAWE who owns the other share of them. SANDAWE will only maintain this reserve for the time deemed necessary to meet the objectives above. The Interneditor understands that graphic novel publishing is a risky business whose financial results vary depending on its public success. SANDAWE will pay the compensation to Interneditor, via the credit of his/her account on www.sandawe.com, after the deduction of any withholding taxes imposed by Belgian law. The Interneditor is entirely responsible for all taxes, interest and/or fines related to the receiving or collection of any compensation for his/her shares. The calculation of compensation paid to the credit of the Interneditor is deemed approved and accepted by the Interneditor permanently unless it is contested by registered letter with delivery confirmation, addressed to SANDAWE, within 15 days of his/her credit becoming available to him/her. |
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| 6. Flow of moneyt |
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6.1 Purchase of shares Each purchase of this nature is the subject of the collection of payment fees, the amount of which varies according to amount subscribed and the payment method used. This amount is indicated in to the Interneditor during the payment process of the purchase. The Interneditor may also pay for all or part of his/her share(s) with the credit s/he may have on his/her account. 6.2 Management of Interneditors' funds Once a project reaches its Goal, the amount linked to the shares of the project is transferred to a temporary company established for the project and named accordingly. This temporary company is dedicated to the operational use of this unique project and belongs to the Interneditors who have invested in this project, and in proportion to their shares. At the end of five years after the first sale of the book, the company is dissolved and its temporary gains, after payment of the author and suppliers, is to be distributed among the Interneditors and SANDAWE according to the proportions set in Article 5. This construction protects the assets of the Interneditors by severing them from SANDAWE's capital. These companies cannot be merged with SANDAWE and no other compensation is possible other than that of the reasonable and due management and keeping in spirit of the SPECIAL TERMS AND CONDITIONS OF INTERNEDITORS. As for the projects' temporary companies, SANDAWE reserves the right to limit the proportion of free shares at 10% per project, to ensure sufficient funds to finance the creation of the graphic novel. 6.3 Withdrawal of Credit The withdrawal of credit is available via the 'Pay' command in the member's account. The Interneditor requests the withdrawal of his/her credit to a bank account of which s/he is the owner, which s/he indicates to SANDAWE via the script put forward on www.sandawe.com. The costs of withdrawal are € 0.70 for each withdrawal in the Euro zone and a maximum of € 20 outside the Euro zone, according to the bank charges associated with the withdrawal. SANDAWE will make the payment within 30 days of the request. In default of the member, his/her heirs and assignees may request the withdrawal or use of his/her credit on www.sandawe.com within 2 years from the availability date of said credit, the member will be deemed to have irrevocably waived the rights to his/her money. 6.4 Proof |
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| 7. Personal details of Interneditor members |
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The Interneditor must complete the registration form, indicating his/her exact information. SANDAWE is permitted, but not forced, to verify the information provided by the registration form, and this in its sole and absolute discretion. The Interneditor ensures that his/her participation in SANDAWE does not violate any applicable law or regulation, but also that s/he will hold SANDAWE free and clear of all claims and will compensate them for all requests/claims or damages resulting from such violations. SANDAWE has no responsibility regarding any incorrect, inaccurate, illegal information and/or all actions and consequences which may result, concerning the age of the author and other personal details and information provided by the Interneditor on his/her registration form. The Interneditor is responsible for keeping the data up-to-date. |
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| 8. SANDAWE's Rights |
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Given the management mandate granted by the Interneditor, SANDAWE is the sole owner of the right to take an initiative concerning the use of the budget, while meeting the main points of the objective stated at the time of fund raising in which the Interneditor was involved. SANDAWE is also the only decision-maker concerning the management of the project's temporary company, provided that SANDAWE acts reasonable and due care as a publisher. The final authority on decision making is that exclusively of SANDAWE as the publisher, the opinion of Interneditors is purely advisory. |
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| 9. Duration |
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The SPECIAL TERMS AND CONDITIONS OF INTERNEDITORS apply to the Interneditor as long as s/he maintains his/her account on the site www.sandawe.com. If the Interneditor owns shares in an ongoing project and which are therefore non-recoverable, s/he may terminate his/her relationship with SANDAWE by email notification. S/he therefore loses the rights to his/her shares, which will then become the property of SANDAWE. SANDAWE may at any time and without notice terminate this agreement and block the account of the Interneditor if s/he does not comply with any provision of the SPECIAL TERMS AND CONDITIONS OF INTERNEDITORS or the GENERAL TERMS AND CONDITIONS OF USE. In this case, SANDAWE will reimburse his/her open share(s) and the balance of his/her credit on his/her account on www.sandawe.com. All other rights will be forfeited and his/her other shares will become the property of SANDAWE. |
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| 10. Clause nullity |
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| If any provision of these General Terms and Conditions of Use prove to be unenforceable, this fact will not affect the validity of the remaining provisions. SANDAWE will replace them with legally valid provisions that are within the spirit and purpose of these General Terms and Conditions of Use. |
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| 11. Applicable law |
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These General Terms and Conditions of Use are governed, interpreted and applied in accordance with Belgian law, the language of interpretation being the French language. Subject to the provisions of public order applicable to the jurisdictional competence, the courts of Brussels, acting in French, will have exclusive jurisdiction over any dispute relating to these. |