These terms and conditions establish the rules for the use of the portal that can be reached at mamacrowd.com ("Portal") and the service for raising venture capital pursuant to Article 50-quinquies of Law 221/2012 and Consob Resolution No. 18592, later supplemented by the amending Resolution No. 19520 of February 24, 2016, ("Crowdfunding Service"), offered by SiamoSoci S.r.l, a company authorized to manage the Portal and enrolled in the Consob Registry, just order number 19002 on 06/08/2014, with registered office in Milan, Via Tmavo,34 , tax code and p.iva. 07464370969 ("SiamoSoci"), offered to users of the Portal.
For the purposes of these Terms of Service, the following definitions shall apply:
3. "Issuance Limits" means, with reference to bonds or debt securities, the objective and subjective limits imposed by Article 2412 of the Civil Code for the issuance of bonds by S.p.A. and by Article 2483 of the Civil Code for the issuance of debt securities by S.r.l., as well as any additional limits imposed by the applicable special law;
4. "Certified Incubator(s)" means the joint stock company, also incorporated as a cooperative, under Italian law or European societas, resident in Italy, that offers services to support the birth and development of innovative start-ups, as better defined by Article 25, co. 5 of Law 221/12;
5. "Qualified Intermediary": an intermediary qualified to provide one or more of the investment services provided for in Article 1, co. 5, letters a), b), c), c-bis), and e) of the TUF, which carries out the subscription of units in its own name and on behalf of Investors who have subscribed to the alternative regime referred to in Article 100-ter, co. 2-bis, of the TUF;
6. "Investors in Support of Small and Medium Enterprises" means investors as defined in Article 24(2) of the Regulations;
7. "Professional Investor(s)": the private professional clients as of right and the private professional clients on request, identified in Annex 3, points I and II, respectively, of the Consob Regulation on Intermediaries, adopted by Resolution No. 16190 of October 29, 2007, as amended, as well as the public professional clients as of right and the public professional clients on request provided for identified by Articles 2 and 3, respectively, of Ministerial Decree No. 236 of November 11, 2011, issued by the Ministry of Economy and Finance;
8. "Non-Professional Investor(s)" means investors other than Professional Investors;
9. "Authorized Non-Professional Investor(s)": with reference to the Debt Crowdfunding Service, the Non-Professional Investors identified in Article 24, paragraph 2-quater, of the Regulations;
10. "Investor(s)": collectively, the Professional Investors and the Non-Professional Investors;
11. "Alternative Regime": an alternative regime for the header and transfer of units governed by Article 100-ter, co. 2-bis, of the TUF;
12. " Equity Crowdfunding Service": a service to raise risk capital from Offerors provided by the Manager through the Equity Section of the Portal pursuant to the TUF and the Regulations;
13. "Debt CrowdfundingService": a service for raising debt capital from Offerors provided by the Manager through the Debt Section of the Portal pursuant to the TUF and the Regulations;
14. " CrowdfundingService": jointly the Equity Crowdfunding Service and the Debt Crowdfunding Service;
15. " Debt Section": the section of the Portal through which the Debt Crowdfunding Service is provided, separate from the Equity Section;
16. " Equity Section": section of the Portal through which the Equity Crowdfunding Service is provided, separate from the Debt Section;
17. "User(s)": the Bidders, Investors, and any other person accessing the Portal.
SiamoSoci reserves the right to change all or part of these terms of service by notifying Users through the Portal. Users are therefore required to frequently view and re-read these T&Cs periodically, so that they are always informed about the conditions applied. It is understood that the use of the Portal and/or the services after the T&Cs or features of the services have been changed implies acceptance of the changes made.
For any services offered for a fee, SiamoSoci will inform users of changes related to the features/limitations of the services and/or their prices with 30 days' notice through the Portal pages and to the email address provided at the time of registration and/or subsequently. In this case, the User may withdraw from the paid service in the next 30 days from the notice without any charge or additional cost. In the absence of notice of withdrawal, the changes will be deemed accepted.
The services and the Portal are intended for Users who are 18 years of age or older.
Navigation of some sections of the Portal is offered to Users without any registration, while some sections of the Portal and the Crowdfunding Service are accessible by Users only upon registration.
Users who register to the Portal or subscribe to the Crowdfunding Service will have to provide certain personal data and follow the registration and/or activation process explained at the time of registration or application to subscribe to the Crowdfunding Service.
The authentication process is part of the normal security and authentication procedures and is intended to protect the security of Users and make sure that the User is really interested in registering or activating the Crowdfunding Service.
When registering or requesting activation of the Crowdfunding Service, you will be asked to choose a username to be used together with your chosen password to access the section reserved for registered Users and/or the subscribed Crowdfunding Service.
In the event that the User does not complete the registration or subscription process to the Crowdfunding Service after providing the e-mail address and/or other data required for activation, the User may receive a limited number of communications inviting him/her to conclude the registration process.
Knowledge of the codes for access to the Portal and/or the Crowdfunding Service by third parties may allow access to unauthorized third parties. The Registered User should therefore take care of the access codes and keep them confidential. In case of loss, theft or loss of access codes, the User shall promptly notify SiamoSoci who will proceed with deactivation and replacement. The User is directly and indirectly responsible for any improper and illegitimate use of the Crowdfunding Service by himself or by third parties who will use the Crowdfunding Service on his behalf.
The Crowdfunding Service consists in allowing Offerors to publish on the Portal an offer of their own financial instruments for a total consideration lower than that determined by Consob pursuant to Article 34-ter, paragraph 1, letter c) of the Consob Regulation on Issuers, adopted by Resolution No. 11971 of May 14, 1999, as amended, intended for Professional Investors and/or Non-Professional Investors.
The Bidders undertake to publish in a detailed, fair, clear, non-misleading and without omissions manner, in legible characters, all information regarding the offer so that Investors can reasonably and fully understand the nature of the investment, the type of financial instruments offered and the risks associated with them and make investment decisions in an informed manner.
The Offerors also undertake to publish on the Portal a description of their company, the industrial project, the business plan, the financial instruments that are the subject of the offer, the rights attached to them and the manner in which they can be exercised, the clauses prepared by theOfferor with reference to the hypotheses in which the controlling shareholders sell their shareholdings to third parties after the offer (by way of example, the procedures for way out of the investment, presence of any repurchase agreements, any lock up put option clauses in favor of the Investors, etc.) with an indication of the duration of the same, the resumes of the corporate bodies and directors, as well as the link to its website where, in the case of startups or innovative SMEs, the information required by Article 25, co. 12 of Law 221/12 must be present, namely:
In the case of an offer conducted by innovative startups or SMEs, they also undertake to provide, where available, the accounting disclosures required by the Regulations, i.e., key figures as of December 31 prior to the start of the offer relating to turnover, gross and net operating margin, profit for the year, total assets, the ratio of intangible assets to total assets, net financial position, as well as the auditor's opinion, also providing a direct hyperlink to the full accounting disclosures.
In the case of offerings conducted by UCIs that invest predominantly in innovative start-ups and innovative SMEs, the Offeror undertakes to provide the hyperlink to the rules or bylaws and the half-yearly report of the UCI and the offering document containing the information made available to investors, prepared in accordance with Annex 1-bis of the Regulations approved by Resolution No. 11971 of May 14, 1999, as amended.
For companies that invest predominantly in innovative start-ups and innovative SMEs, The Offeror undertakes to publish the company's investment policy and an indication of the companies in which investments are held with hyperlinks to the respective internal sites
The Offerors also undertake to publish the following warning for each offer, "The offer information is not subject to approval by Consob. TheOfferor is solely responsible for the completeness and truthfulness of the data and information it provides. The investor's attention is also drawn to the fact that investment, even indirectly, through UCIs or companies that invest predominantly in financial instruments issued by innovative start-ups and innovative SMEs is illiquid and marked by a very high risk."
Also with regard to the offer, the Offerors undertake to publish:
Finally, the Offerors undertake to:
SiamoSoci informs Non-Professional Investors that they can access the section of the Portal where the offers are published only after: (i) having read the investor education information on Consob's website, (ii) having responded positively to the questionnaire proving full understanding of the essential characteristics and main risks associated with investing in innovative start-ups visible at this link, (iii) having declared that they are able to financially bear the entire loss, if any, of the investment they intend to make.
SiamoSoci also informs Non-Professional Investors, with exoneration of any liability in this regard, that adherence to the offers related to the Crowdfunding Service, may result in (i) the loss of the entire capital invested and (ii) the risk of illiquidity.
SiamoSoci also informs Non-Professional Investors that:
Any complaints can be addressed in writing to firstname.lastname@example.org.
7. ALTERNATIVE REGIME OF TRANSFER AND HEADER OF SHARES
Through a special agreement between Siamosoci and Directa S.I.M S.p.a. with registered office in Turin, Via Buozzi no. 5, tax code and number of registration with the Register of Companies 06837440012, a securities brokerage company authorized to provide the services of i) receipt and transmission of orders, ii) placement without irrevocable commitment to the Issuer, iii) execution of orders on behalf of Clients concerning financial instruments and iv) investment advice (hereinafter, also "Directa SIM"), the Investor is given the opportunity to take advantage of the alternative regime of header and transfer of shares, as per art. 100-ter, co. 2-bis, of the TUF (the "Alternative Regime") under the terms and conditions set forth below.
The Alternative Regime, applicable only to offers of units of limited liability companies, allows Investors to make the header of the units subscribed on the Mamacrowd portal through Directa SIM which, therefore, will proceed to the header of the units in its own name and on behalf of the Investor (performing the so-called "Rubrication Service") by opening a special account with Directa SIM in the name of the investor who adheres to the Alternative Regime (the "SIM Account")
Adherence to the Alternative Regime entails a derogation from the ordinary regime set forth in Article 2470, Paragraph 2, of the Civil Code and Article 37, Paragraph 1-bis, of DL. 112/2008 (the "Ordinary Regime").
and is subject to a specific option by the Investor.
In case of adherence to the Alternative Regime, the subscription of the Units by the Investor will be made, in case of success of the Offer, through Directa SIM; the alienation of the Units by the Investor or the subsequent purchaser (provided that the latter also has an account with Directa SIM) will take place by simple annotation of the transfer in the registers kept by the intermediary without costs or charges for the purchaser and/or the alienator.
This is without prejudice, in the case of both Paid and Free Membership, to the investor's right to request, at any time thereafter, the registration of the units in his or her own name: the Investor may at any time request the application of the Ordinary Regime of registration in lieu of the Alternative Regime, by requesting Directa SIM (www.directa.it; e-mail address: email@example.com) to make direct registration of the units in the name of the Investor himself or herself
In this hypothesis, Directa SIM will not charge any cost to the Investor but the latter will have to bear any disbursements due to the professional figures that may intervene in the ordinary header procedure (notary and/or accountant) as well as the related administrative charges not specifically borne by the Offeror where due (stamp duty, fees, etc.).
Joining the Alternative Regime implies acceptance of these Terms and Conditions of Mamacrowd, of the particular Terms and Conditions of the Rubrication Service(available here) and of the conditions applied by Directa SIM, made available to the Investor during the joining procedure.
Adherence to the Alternative Regime, whether in the case of Paid Membership or Free Membership, in accordance with the terms and conditions set forth in Directa SIM's Terms and Conditions, is subject to the Investor's proper identification for anti-money laundering purposes by Directa SIM and, more generally, to the completion of the activation procedure of the Rubrication service prepared by Directa SIM as well as the acceptance of these Terms and Conditions of Mamacrowd, of the Particular Terms and Conditions of the Rubrication service(available here) and of the conditions applied by Directa SIM, made available to the Investor during the membership procedure.
If the aforementioned conditions precedent are not met, adhesion to the Alternative Regime will be deemed not to have taken place, with the consequence that if the Offer is successful (and there is no "overfunding") the Investor will be subject to the Ordinary Regime.
Cost of the Rubrication Service
The Rubrication Service is performed by Directa Sim against payment of a fee structured as follows :
1) at the time of SIM Account opening, shall be paid to Directa SIM (the "SIM Account Opening Cost"):
● a sum equal to euro 15.00 (fifteen/00), if a natural person;
● an amount equal to euro 80.00 (eighty/00), if legal person.
These amounts are not reimbursable in the event that the Offer, which the Investor has joined with Alternative Regime, is not successfully concluded or in the event that there is an exclusion of the Investment as a result of the occurrence of an "overfunding" situation. Such amounts will not, however, be due by the Investor where he/she already has a SIM Account opened with Directa SIM).
2) Once the SIM Account has been activated, for each Investment on a successful bid (except in the case of exclusion due to 'overfunding'), the Investor, whether an individual or a legal person, shall pay to Directa SIM the amount of euro 30.00 (the "Bid Rubrication Cost"). This amount is payable by the Investor only in the event that the Offer is successfully concluded.
3) For the issuance of the certificate proving the ownership of the Units (the "Header Certificate"), the Investor shall pay to Directa SIM an amount equal to euro 5.00 (five/00) (the "Issuance Cost of the Header Certificate"). This amount is not due in the case of the first issuance of the certificate to the Investor, which is intended to be free of charge.
Payment of the above amounts will be made by withdrawal of the relevant amounts from the SIM Account, in accordance with the terms and conditions set forth in Directa SIM's General Terms and Conditions of Service.
The Cost of the Rubrication Service shall be borne by the Investor who intends to use it (the so-called "PaidRubrication") , unless the Provider has decided to incur it himself instead of the Investor (the so-called "Free Rubrication").
In the case of Paid Rub rication the Investor , is required to ensure that the SIM Account has the necessary funds in it to cover the costs of joining the Alternative Scheme. In the absence of funds, Directa SIM may not accept the Investor's application to join the Alternative Scheme.
In case of Free Rubrication , the Cost of the Rubrication Service related to the adherence to the specific Offer will be borne by the Offeror, according to the agreements concluded from time to time with Directa SIM; the Investor, therefore, will not have to pay anything.
In particular, in case of Free Rubrication , the Offeror will provide for the payment of:
a) the SIM Account Opening Cost in the event that Investors are without a SIM Account (This amount is not refundable in the event that the Offer that provides for the Free Rubrication is not successfully concluded or in the event that there is an exclusion of the investment due to the occurrence of an 'overfunding' situation: in this case, the SIM Account remains open in the name of the investor who will be able to freely dispose of it for future accessions to other offers);
b) The Offer Rubrication Fee related to all investors already holding SIM Accounts (This amount is payable by the Offeror only in the event that the Offer is successfully concluded).
c) The first issuance of the certification proving the ownership of the units (the Certificate of Intestacy), which is necessary as a qualification for the exercise of corporate rights, is free of charge.
Subsequent applications for Certificates of Intestacy are subject to a fee of EUR 5.00 per certificate to be paid by the investor.
Conversion to the Ordinary Regime
Subscription to the Alternative Regime is always reversible: the Investor may at any time request to revert to the Ordinary Regime of Header in place of the Alternative Regime by asking Directa SIM (www.directa.it; e-mail address: firstname.lastname@example.org) to make direct header of the units in the name of the Investor himself.
In this hypothesis, Directa SIM will not charge any cost to the Investor but the latter will have to bear any disbursements due to the professional figures that may intervene in the ordinary header procedure (notary and/or accountant) as well as the related administrative charges not specifically borne by the Offeror, where due (stamp duty, fees, etc.). These charges depend on the professional fees in force or the agreements made directly with the respective professionals..
For more information on the Alternative Regime, a special information section is available on the portal(available here)
The Portal, its component pages, technologies and platform, ideas, logos, trademarks, graphic design, texts, audio/video files, and more generally any other creativity related to the Portal and the Crowdfunding Service are and will remain the property of SiamoSoci S.r.l. and may not be reproduced, used or represented by Users, except where expressly permitted and to the extent permitted. The User is granted a non-transferable right to use the Portal limited to private, non-commercial use.
SiamoSoci does not perform any control, except those provided for in the Consob regulation adopted by Resolution 18592, on the contents posted by Users and in particular by bidders. Consequently, Users assume responsibility for the content, materials and information of any kind that they may publish transmitted or disseminated or made accessible on the Portal or through the Crowdfunding Service and are solely responsible, including from a financial point of view for any damage caused directly and/or indirectly to third parties. Therefore, the User agrees to indemnify and hold SiamoSoci S.r.l. harmless from any third party claims arising from or in any way connected with the use of the Portal and/or the Crowdfunding Service.
SiamoSoci reserves the right, at its sole discretion, in the event of violation of the commitments provided herein by users, even upon notice from third parties, to immediately suspend and/or terminate access to the Portal and/or services, as well as to delete those contents deemed to be in violation of legal provisions, without any amount being due to the User. However, the fact that SiamoSoci does not prevent publication or delete a User's content does not mean that said content has been deemed acceptable by SiamoSoci.
In any case, SiamoSoci urges Users, holding them otherwise responsible, to:
SiamoSoci cooperates with the Public Authority in all cases in which it is requested to provide the data and/or information necessary to trace the perpetrators of offenses.
SiamoSoci undertakes to employ the best technology of which it is aware and the best resources at its disposal to ensure the functionality of the Portal, also in accordance with the provisions of the Consob regulation adopted by Resolution No. 18592. The User, however, agrees and accepts that SiamoSoci shall in no event be held liable for delays or malfunctions in the performance of the Portal dependent on events beyond the reasonable control of SiamoSoci such as, but not limited to: (i) events of force majeure; (ii) events dependent on the acts of third parties such as, but not limited to, the interruption or malfunction of the services of telecommunications operators and/or power lines; (iii) malfunction of terminals or other communication systems used by the Customer.
In case of interruption of the functionality of the Portal, SiamoSoci undertakes to restore it as soon as possible. The User, agrees and accepts that SiamoSoci shall not in any case be held liable for acts or omissions made by the user and contrary to the obligations assumed by the user under these Terms of Service, just as it shall not be held liable for malfunctions due to defects in the means indispensable for access, improper use of the same and/or the means of access to the Portal. Siamosoci shall in no case be held liable to the user or third parties for loss of profit, lost earnings, or any other form of lost profit or indirect and consequential damage related to the execution of these Terms of Service. Siamosoci is only responsible for the provision of the Crowdfunding Service and makes no guarantees regarding the management of the Alternative Regime by Directa SIM. Siamosoci is not responsible for errors and/or omissions related to the Alternative Scheme, nor for the conduct of Directa SIM. Any requests, questions, complaints or disputes relating to the Alternative Regime and its management should be addressed exclusively to Directa SIM.
In the event that SiamoSoci should ascertain directly or as a result of a report by third parties, including the competent Authorities, a violation of national and/or international regulations, or of the conditions set forth in these T&Cs, also with reference to the commitments referred to in Article 5 above on the part of the Bidders, SiamoSoci reserves the right to interrupt access to the Portal and/or deactivate the Crowdfunding Service. In this case, SiamoSoci will send the User, by Certified E-mail, a notice stating the termination of access to the Portal and/or the deactivation of the Service, stating the relevant reasons and, if appropriate, at its sole discretion, inviting the User to regularize the situation within a reasonable period of time. Should the User fail to carry out the regularization activities within the allotted time limit, SiamoSoci will proceed to terminate these T&Cs for the User's fact and fault. In more serious cases, SiamoSoci may, at its sole discretion, proceed immediately to terminate these T&Cs for the fact and fault of the User, without prior notice to regularize the situation. SiamoSoci in any case reserves the right to take appropriate action against users who do not act in full compliance with the provisions of these T&Cs.
Personal data are collected and processed for the purpose of following up the User's requests. SiamoSoci guarantees its Users that it operates in compliance with the regulations on the processing of personal data, governed by the Privacy Code set forth in Legislative Decree No. 196/2003.
The data controller is SiamoSoci S.r.l..
Upon registration, the User may be asked to consent to receive information of a commercial nature, including through the sending of newsletters. In this case, the User will be free to give consent or not.
These Terms of Service are governed by the laws of the Republic of Italy.
For any disputes that may arise between SiamoSoci and the User regarding the validity, interpretation or performance of these T&Cs, or that are otherwise related thereto, SiamoSoci and the User mutually acknowledge and agree to comply with the following procedure:
© 2023 SiamoSoci Srl a company of Azimut Group - VAT number IT07464370969 - Via Timavo 34, 20124 MI - SC € 87.248,12 fully paid up - Registr. 8, resolution 19002 of 06/08/14