- The Portal is the online platform on which the Applicants selected by the Company can send their offers to the public wishing to invest, concerning the subscription or sale of products or financial instruments representative of risk capital (hereinafter, also the “Securities”) of the same Applicants (hereinafter, also “Offer”); according to the provisions of articles 50-quinquies and 100-ter of the Consolidated Law on Finance and the related implementation regulations contained in Consob Regulation n. 18592 of June 26, 2013, and s.m.i. (hereinafter also the “Regulation”);
- Investors interested in the Offer may subscribe or purchase the Securities through the Forcrowd.com portal owned by Forcrowd Srl (hereinafter “the Company”);
- The Company uses leading Italian banking groups (hereinafter, each of them, including the “Bank”) for the issue and completion of orders received from investors, through the Portal, for subscription and / or purchase of Applicant Securities;
Given the aforementioned premises, which constitute an integral and essential part of this contract, the Company and the investor (hereinafter, also “Investor”) (hereinafter jointly also the “Parties” and, each of them individually, the “Part ”) Stipulate and agree as follows.
CONDITIONS OF CONTRACT FOR THE INVESTOR:
All the conditions of the contract are aimed at regulating the procedures for:
- Participation by the Investor in the Offer published on the Portal;
- Completion of orders entered by the Investor through the Portal;
- Assignment or delivery of the Securities purchased or subscribed to by the Investor.
INFORMATION REGARDING THE OFFERS PROPOSED ON THE PORTAL:
- The Company, through the Portal, concerning each published Offer, commits to provide the information as required by articles 14, 15, 16 and Annex III of the Regulations and to update them periodically during the period of duration of the Offer.
- The Investor accepts and agrees that the responsibility for the reliability of the documentation and information published by the Company on the Portal concerns only the Applicant
SUBSCRIPTION TO THE OFFER:
The Investor declares and guarantees to subscribe autonomously and knowingly to the Offer and that no recommendation regarding the Offer and the related subscription has been made through the Portal.
PROCEDURE TO SUBSCRIBE:
- To be able to subscribe to or purchase the Securities offered on the Portal, the Investor must accept these terms and conditions. After the acceptance of the conditions of the contract, the Investor will have access to the reserved area of the Portal where it is possible to enter the orders to subscribe to the Offers published therein. The procedures for accepting the Offer are indicated in the aforementioned section of the website.
- The binding conditions for the Investor upon the publication of orders on the Portal are the following:
- Take note and view the investor information provided for by Article 14, paragraph 1, letter k) and the information indicated in Article 15, paragraph 1 of the Regulation;
- Declare to be able to economically support the entire loss of the investment that it intends to make;
- Provide necessary information regarding their knowledge and experience in the field of investments, with particular reference to: (a) types of services, operations and financial instruments for which they are competent; (b) nature, volume and frequency of transactions in financial instruments carried out in a specific period; and (c) level of education and profession.
- The Company commits to verifying that the Investor has the skills and experience necessary to understand the essential characteristics and risks of the investment in the Securities, of the Offer to which it intends to subscribe, based on the information provided by the same. Should the Security not be appropriate for the Investor, the Company will take care to notify the latter by sending an alert via e-mail.
- The placing of the order only on the Portal is not sufficient for the Investor to consider the subscription or purchase of the Securities offered on the Portal as concluded.
- Once the Investor has placed the order on the Portal and confirmation has been received, the Company informs the Investor, via e-mail, of the information necessary for the latter to complete the subscription of the purchase of the Securities. The information includes the identification details of the current account, unavailable in compliance with the Regulations, established at the Bank and in the name of the Applicant on which the necessary funding must be paid for the conclusion of orders to subscribe or purchase the Securities.
COMPLETION OF ORDERS FOR SUBSCRIPTION OR PURCHASE OF TITLES OFFERED ON THE PORTAL:
- The Investor, to complete the subscription or purchase of the Securities, is therefore required to follow the instructions provided to him by e-mail from the Company. To finalize the transaction for the subscription or purchase of the Securities by the Investor it is necessary for the credit to be credited, on the current account previously communicated to the Investor by e-mail, of the entire sum due for the subscription or the ‘purchase of the Securities offered by the Applicant through the Portal.
- If the conditions referred to in article 4.1 above are not respected, the Company will inform the Investor that the order has not been successful and that any sums already paid for the subscription or purchase of the Securities, if already credited to the Applicant’s account, will be fully returned, without charge, from the Bank directly to the Investor.
- The Company guarantees to the Investor, if not a professional investor, as defined by Article 2, paragraph 1, letter j) of the Terms and Conditions, the right to cancel the order, by notifying the Company, within seven days following the order corresponding to the order entered on the Portal in compliance with this contract.
- Similarly, the Company guarantees to the Investor, if not a professional investor, as defined by Article 2, paragraph 1, letter j) of the Terms and Conditions, the right to revoke the acceptance of the Offer according to art. 25, paragraph 2, of the Regulations when, between the adhesion and the definitive closure of the Offer, a new fact arises or a material error is detected concerning the information exposed on the Portal, which could have affected the Investor’s decision.
The right to withdraw can be exercised within seven days of the disclosure of new information to investors.
- In the event of the exercise of the right of withdrawal or the right of revocation, the sums paid by the Investor for the subscription or purchase of the Securities offered by the Applicant through the Portal will be returned without charge by the Bank – in the case in which these have already been credited to the Applicant’s account – they will be returned to the Investor within the next 15 working days. The repayment of these sums by the Bank will occur, in the same terms, even if the Company orders the revocation of the Offer from the Portal in the event of violations or defaults caused by the Applicant.
COMPLETION OF THE OFFER:
- It is the responsibility of the Parties to acknowledge that for the entire period available for subscribing to the Offer published on the portal and for seven days following the closing of the transaction (hereinafter also the “Term of the Offer”), the amounts paid by the Investor for the subscription or purchase of the Securities offered by the Applicant through the Portal and credited to the account in the name of the Applicant, held by the Bank, are subject to a restriction of unavailability even for the Applicant and may not for any reason be definitively remitted. The Investor acknowledges and agrees that it is the Bank’s responsibility to carry out the duties necessary to guarantee the effective fulfilment of the Applicant’s account unavailability
- After the Term of the Offer has expired, the Company verifies, in compliance with the provisions of Article 24 of the Terms and Conditions, the outcome of the same and undertakes to notify the Portal within the next three days. In the event of failure to complete the Offer, the amounts paid by the Investor for the subscription or purchase of the Securities will be fully repaid by the Bank without charge, within the following 15 working days.
- In the event of a positive outcome of the Offer, the Company will communicate it within the next three days through the Portal to Investors, as well as to the Bank, to release the sums paid into the unavailable account of the Applicant
- The Investor acknowledges and accepts that the Offer will have a duration to be defined according to the needs of the transaction, which will be communicated exhaustively in the specifications of each offer published on the Portal.
ASSIGNMENT AND/OR DELIVERY OF THE TITELS:
- Acceptance of the Offer by the Investor means that the Securities subscribed to or purchased are also in his name, assigned or delivered, if any, possible by crediting the securities deposit specifically indicated by the Investor himself.
- The Investor acknowledges and agrees that the operations of registration, assignment or delivery of the Securities, referred to in the previous paragraph, will be carried out according to the methods detailed by the Company.
- If the Securities offered represent shares of companies established in the form of limited liability companies not subject to restrictions or circulation limits, the Investor, exclusively on the occurrence of the circumstances provided for by the Offer, will have the right to decide whether to execute the subscription or ‘purchase of the same:
according to the ordinary regime referred to in Article 2470, para. 2, c.c .
- The investor also acknowledges that, for the sole purpose of benefiting and/or exercising the rights deriving from the relevant Securities, it may be required to provide, at the request of the Company, the necessary additional and/or updated information, for the entire period during which the Investor will maintain the alternative heading regime.
COMPENSATION DUE TO THE COMPANY FOR THE PUBLICATION OF OFFERS ON THE PORTAL:
For the activities carried out by the Company according to this contract, there is no provision for any type of remuneration from the Investor to the Company itself, as remuneration is the responsibility of the Applicants.
ROLE AND RESPONSIBILITIES OF THE COMPANY AFTER THE CLOSURE OF THE OFFER:
- The investor acknowledges and agrees that, once the offer deadline has passed, the Company will publish periodic reports on the intermediate milestones reached and on the progress of the activities carried out by the Applicants themselves whose Titles were offered on the Portal, making exclusive reference to the documentation received from the interested Applicants.
- The Investor also acknowledges and accepts that the Company is in no way responsible for the economic performance of the Applicant over time and cannot be held responsible for any losses accrued by the Investor on the value of the Securities subscribed or purchased.
- The Company ensures the confidentiality of the information provided by the Investor based on its activity, except for the purposes related to the completion of the Offer, as well as in any other case in which the legal system imposes or permits its use.
TREATMENT OF PERSONAL DATA:
Any communication to be made between the Parties according to these terms and conditions must be in writing, by registered letter with return receipt or courier, or by e-mail to the addresses indicated by each of the Parties respectively. By the same method, each of the Parties may communicate to the other the change in its address or contact details.
If the Investor discovers an omission or wrongful behaviour by the Company other than the expected service level he may address a written complaint to the Company in the following manner:
- by ordinary mail to the following address: “FORCROWD S.r.l.”, via Vincenzo Monti n. 52,20125 – Milan (MI);
- by e-mail to the following e-mail address: email@example.com
APPLICABLE LAW AND JURISDICTION :
The conditions of the contract mentioned above are exclusively upheld and governed by Italian law and must be interpreted according to this law.
In case any controversy will arise between the Parties about the validity, interpretation, execution or resolution of the general terms of the contract, and actions resulting from it or somehow correlated, it will be subject to the exclusive jurisdiction of the Court of Milan .