General Terms and Conditions (GTC)

(1) These GTC apply to all silent partnerships between Novaro Estates Treuunternehmen, Vaduz, HR FL 2.586.058-2 and its partners ("Silent Partner").

(2) "Contribution" is the amount provided by the Silent Partner; "Profit Share" is the participation in the annual profit of the company.

Internal Partnership

(1) The silent partnership is an internal partnership; it does not appear externally and does not establish any membership rights in the company.

(2) Applicable legal bases are: PGR, Title 12 ("Silent Partnership"), DSG/GDPR, general contract law (ABGB, KSchG, FAGG) as well as national money laundering prevention regulations (SPG/SPV).

(1) The conclusion of the contract requires the successful identification of the Silent Partner.

(2) The Silent Partner shall provide all necessary KYC information and documents, upload them to the back office (customer database of the company), and update them immediately in the event of changes (e.g., beneficial owners of a company, PEP status, changes of residence).

(3) The company shall provide the Silent Partner with access to its back office (customer database) for the purpose of administering the partnership agreement and processing a KYC screening. On this database, relevant information (e.g., annual financial statements of the company, information on a profit participation) and other relevant documents will be made available to the Silent Partner.

(4) The company fulfills its due diligence obligations in accordance with SPG/SPV and FMA guidelines and may temporarily withhold payments until clarification. Official inquiries, orders, and reports remain reserved.

(1) Contributions must be made by the Silent Partner via bank transfer to a current account in EUR designated by the company ; the company accepts other methods of payment only after prior written consent.

(2) After receipt of payment, the company shall issue a confirmation of participation (digital or written) and make it available to the Silent Partner in the back office (customer portal).

(1) Profit Participation: The Silent Partner receives 6 % of the distributable annual profit of their partnership relationship. The profit claim is calculated exclusively on the basis of the determined annual result which the company has achieved from its active operative commercial business activities (in particular project development and management of assets) in the previous financial year.

(2) Operational Implementation: The company is entitled to involve specialized service or group companies (sister companies) to implement its commercial trade. The ultimate entrepreneurial decision-making and strategic control of the projects always remain with the company.

(3) No Loss Equalization: A loss participation of the Silent Partner is excluded; the Silent Partner shall not make any additional capital contributions.

(4) Timing of Distribution: Profit distributions shall take place within 90 days after the audit and determination of the annual financial statements by the company to a current account to be named by the Silent Partner. Distributions are made exclusively in EUR.

(1) The Silent Partner hereby expressly declares the qualified subordination of their claims arising from the partnership agreement.

(2) Payment Proviso and Crisis Resilience: Claims of the Silent Partner for repayment of the contribution or payment of profits are permanently excluded as long as the payment would cause or deepen a ground for the opening of insolvency proceedings (insolvency or over-indebtedness within the meaning of Liechtenstein insolvency law) for the company.

(3) Liability Function: In the insolvency or liquidation of the company, the claims of the Silent Partner shall rank behind all current and future claims of all non-subordinated creditors. The claims will only be serviced from future profits, from any liquidation surpluses, or from free assets of the company that exceed other liabilities.

(4) No Obligation to File for Insolvency: The Silent Partner acknowledges that, due to this qualified subordination, they are not entitled to file a petition for insolvency against the company because of their claims.

(5) Enforceability: This subordination applies for an unlimited period of time and remains in effect even after termination of the partnership relationship until the above-mentioned conditions for a safe payout are met.

(1) The company shall provide the Silent Partner annually with the audited annual financial statements determined by the company as well as a participation overview in its back office (customer portal).

(2) This reporting serves to provide information about the economic success of the operative commercial business. Beyond this, no rights of inspection or participation exist, in particular no influence on the operative management or the selection of projects.

Prohibition of Division

(1) Transfers of a participation require the prior written consent of the company; partial assignments are excluded.

(2) The company may refuse a transfer to competitors.

(1) Ordinary termination of the partnership agreement during the contract term is excluded by mutual agreement.

(2) Extraordinary termination of the partnership agreement for good cause (e.g., serious breach of contract, legally binding conviction for money laundering, insolvency of the company) remains unaffected by this. An extraordinary termination must be addressed to the company in writing.

(3) Upon termination of the partnership agreement, the contribution of the Silent Partner according to the partnership agreement as well as any outstanding profit shares will be settled and paid out to a current account designated by the Silent Partner. Payments are made exclusively in EUR.

(1) Right of Withdrawal according to Art. 4 KSchG: If the Silent Partner is a consumer and the consumer has submitted the contractual declaration outside the business premises of the company, they may withdraw within 14 days of the conclusion of the contract without giving reasons.

(2) Withdrawal Rights according to FAGG: In the case of distance selling or off-premises transactions, there is a withdrawal right of 14 days (Art. 12 FAGG). Information and processing modalities are governed by the FAGG.

(3) The company shall provide the consumer with clear withdrawal instructions and sample forms (see attachment); the timely dispatch of a written withdrawal declaration addressed to the company within the period is sufficient.

(4) Any exceptions (e.g., full performance of the contract before the end of the period with express consent) are governed by the law.

The Silent Partner is personally responsible for the tax treatment of their income.

(1) The company processes personal data of the Silent Partner for specific purposes (contract execution, KYC/AML screening, fulfillment of legal obligations); the rights of the data subjects under applicable data protection law are specified in the data protection declaration (attachment).

(2) Transfers of personal data of the Silent Partner to external service providers/authorities take place only insofar as this is required by law or for the purpose of executing the partnership agreement.

(3) Further information on the processing of the Silent Partner's personal data by the company and their rights are set out in the attached data protection declaration (attachment).

Risk Notices

(1) The company is liable to the Silent Partner only for intent and gross negligence; otherwise, the statutory limitation of liability applies.

(2) Entrepreneurial Risk: The participation is associated with economic risks. Since the returns depend on the operational value creation of the company, guaranteed returns are excluded.

(3) No Investment Fund Status: The Silent Partner acknowledges that the company is an operative project company and not an investment fund. There is no fixed investment policy; the use of contributions as working capital takes place at the free entrepreneurial discretion of the company.

(1) This contract and the attached GTC are subject to Liechtenstein law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of law rules of Private International Law (IPR).

(2) Exclusive place of jurisdiction is Vaduz, as far as permissible.

(3) Amendments to these GTC will be communicated to the Silent Partner in writing to an e-mail address provided by them or by mail. The Silent Partner may object to changes to the GTC that are disadvantageous to them in writing by letter to the company within 30 days.

(4) Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected.