These terms and conditions set out the rules for the use of the portal that can be reached at the address mamacrowd.com ("Portal") and the service for the collection of venture capital in accordance with art. 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 Register, pursuant to provision no. 19002 of 06/08/2014, with registered office in Milan, Via Tmavo, 34, tax code and VAT no. 07464370969 ("SiamoSoci"), offered to users of the Portal.
For the purposes of these terms of service shall mean:
3. "Issuance Limits": with reference to bonds or debt securities, the objective and subjective limits imposed by Article 2412 of the Italian Civil Code for the issuance of bonds by S.p.A. and by Article 2483 of the Italian Civil Code for the issuance of debt securities by S.r.l., as well as any further limits imposed by the applicable special law;
4. "Certified Incubator(s)", the joint stock company, also incorporated as a cooperative, of Italian law or European company, resident in Italy, which offers services to support the birth and development of innovative start-ups, as better defined by Article 25, paragraph 5 of Law 221/12;
5. "Qualified Intermediary": an intermediary qualified to provide one or more of the investment services envisaged by Article 1, paragraph 5, letters a), b), c), c-bis), and e) of the Consolidated Law on Finance, which subscribes units in its own name and on behalf of Investors who have adhered to the alternative regime pursuant to Article 100-ter, paragraph 2-bis, of the Consolidated Law on Finance
6. "Investors in Support of Small and Medium-Sized Enterprises": 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, as identified in Annex 3, points I and II respectively, of the Consob Regulation on intermediaries, adopted by resolution no. 16190 of 29 October 2007, as amended, as well as the public professional clients as of right and the public professional clients on request as identified by articles 2 and 3 respectively of Ministerial Decree no. 236 of 11 November 2011 issued by the Ministry of Economy and Finance;
8. "Non-ProfessionalInvestor(s)" means investors other than Professional Investors;
9. "Authorised Non-Professional Investor(s)": with reference to the Debt Crowdfunding Service, the Non-Professional Investors identified in article 24, paragraph 2-quater, of the Regulation;
10. "Investor(s)": collectively, the Professional Investors and the Non-Professional Investors;
11. "Alternative Regime": alternative regime for the denomination and transfer of shares governed by Article 100-ter, paragraph 2-bis, of the TUF;
12. " Equity CrowdfundingService": a service for the collection of risk capital by Offerors provided by the Manager through the Equity Section of the Portal in accordance with the TUF and the Regulation;
13. " Debt CrowdfundingService": service for the collection of debt capital by Offerors provided by the Manager through the Debt Section of the Portal in accordance with the TUF and the Regulations;
14. " Crowdfunding Service": jointly the Equity Crow dfunding Service and the Debt Crowdfunding Service;
15. " DebtSection": the section of the Portal through which the Debt Crowdfunding Service is provided, separate from the Equity Section;
16. " EquitySection": the section of the Portal through which the Equity Crowdfunding Service is provided, separate from the Debt Section;
17. "User(s)": the Offerors, the Investors and any other person accessing the Portal.
SiamoSoci reserves the right to modify all or part of these terms of service, notifying Users through the Portal. Users are therefore required to frequently view and periodically re-read these T&C, so as to be always informed about the conditions applied. It is understood that the use of the Portal and / or services after the modification of the T&C or the characteristics of the services involves the acceptance of the changes made.
For any services offered for a fee, SiamoSoci will inform users of changes in features / limitations of services and / or prices of the same with a notice of 30 days through the pages of the Portal and the email address provided at 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 over 18 years of age.
The 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 registering to the Portal or subscribing to the Crowdfunding Service will be required to provide certain personal data and follow the registration and/or activation process outlined at the time of registration or application for 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 to ensure that You are genuinely interested in registering or activating the Crowdfunding Service.
Upon registration or requesting activation of the Crowdfunding Service you will be asked to choose a username to be used in conjunction with your password to access the Registered Users section and/or the Crowdfunding Service you have signed up for.
In the event that you do not complete the registration or subscription process to the Crowdfunding Service after providing your email address and/or other data required for activation, you may receive a limited number of communications inviting you to complete the registration process.
Knowledge of the codes for access to the Portal and/or the Crowdfunding Service by third parties may allow access to unauthorised third parties. The Registered User shall 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 that will proceed to the deactivation and replacement. User is directly and indirectly responsible for any improper and unlawful use of the Crowdfunding Service by himself or by third parties using the Crowdfunding Service on his behalf.
The Crowdfunding Service consists in allowing the 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 Consob Regulation on Issuers, adopted with resolution no. 11971 of 14 May 1999 and subsequent amendments, intended for Professional Investors and/or Non-Professional Investors.
The Offerors undertake to publish in a detailed, correct, clear, non-misleading and non-obscure manner, in legible characters, all the information regarding the offer so that Investors may reasonably and fully understand the nature of the investment, the type of financial instruments offered and the risks connected to them and make their investment decisions in an informed manner.
The Bidders also undertake to publish on the Portal a description of the company, the industrial project, the business plan, the financial instruments being offered, the rights associated with them and the manner in which they may be exercised, the clauses prepared by the Bidders in relation to cases where the controlling shareholders sell their shareholdings to third parties after the offer (for example, the procedures for the way out of the investment, the presence of any repurchase agreements, any lock-up put option clauses in favour of the Investors etc.) with an indication of the duration of such clauses.For example, the procedures for the way out of the investment, the presence of any repurchase agreements, any lock-up put option clauses in favour of investors, etc.) with an indication of their duration, the curricula of the corporate bodies and directors, as well as the link to the company's website where, in the case of start-ups or innovative SMEs, the information required by Article 25, paragraph 12 of Law 221/12 must be present, namely
In the case of offers made by innovative start-ups or SMEs, they also undertake to provide, where available, the accounting information required by the Regulations, i.e. the essential data as at 31 December 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, the net financial position, as well as the auditor's opinion, also providing a direct hyperlink to the complete accounting information.
In the case of an offer made by UCIs which invest predominantly in innovative start-ups and innovative SMEs, the Offeror undertakes to provide a hyperlink to the regulation or articles of association and the half-yearly report of the UCI and to the offer document containing the information made available to investors, drawn up in accordance with annex 1-bis of the Regulation approved by resolution No. 11971 of 14 May 1999 and subsequent amendments.
For companies which invest predominantly in innovative start-ups and innovative SMEs, the Offeror undertakes to publish the investment policy of the company and an indication of the companies in which the investments are held with an indication of the hyperlink to the respective internal websites
The Offerors also undertake to publish for each offer the following warning: "The information on the offer is not subject to approval by Consob. TheOfferor is solely responsible for the completeness and truthfulness of the data and information it provides. Investors' attention is also drawn to the fact that investments, including indirect investments, through UCITS or companies that invest primarily in financial instruments issued by innovative start-ups and innovative SMEs are illiquid and very risky
Also with regard to the offer, the Offerors undertake to publish:
Finally, the Offerors undertake to
SiamoSoci informs non-Professional Investors that they may access the section of the Portal where the offers are published only after: (i) reviewing the investor education information available on Consob's website, (ii) responding positively to the questionnaire demonstrating the full understanding of the essential characteristics and the main risks related to investing in innovative start-ups that can be viewed at this link, (iii) declaring to be able to financially bear the entire loss, if any, of the investment they intend to make.
SiamoSoci also informs non Professional Investors, without any liability, that the participation 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:
Investors may address any complaints in writing to email@example.com.
Through a specific agreement between Siamosoci and Directa S.I.M S.p.a. with registered office in Turin, Via Buozzi n. 5 Turin, Via Buozzi no. 5, tax code and company registration number 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 customers 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 registration and transfer of shares, as per art. 100-ter, co. 2-bis, of the TUF (the "Alternative Regime") at the terms and conditions indicated below.
The Alternative Scheme, applicable only to offers of shares of limited liability companies, allows investors to register the shares subscribed on the Mamacrowd portal through Directa SIM which, therefore, will register the shares 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 participates in the Alternative Scheme (the "SIM Account”)
Participation in the Alternative Regime entails a derogation from the ordinary regime set out in Article 2470, paragraph 2, of the Italian Civil Code and Article 37, paragraph 1-bis, of Decree Law 112/2008 (the "Ordinary Regime"). Generally, investors must specifically opt to participate in the Alternative Regime ("Traditional Participation") unless the Offeror indicates to the Manager its preference for the Alternative Regime, requesting its application as a priority regime for the allocation of the units offered to all investors or to particular categories of investors ("Massive Participation").
In any case of adhesion to the Alternative System, the subscription of the Units by the Investor will be made, in case of success of the Offer, through Directa SIM; the sale of the Units by the Investor or the subsequent purchaser (provided that the latter also has an account with Directa SIM) will be made by simply recording the transfer in the registers kept by the intermediary without costs or charges for the purchaser and/or the seller.
In the case of both Traditional and Massive Adhesion, the investor has the right to request at any time the registration of the units in his name: the investor may at any time request the application of the Ordinary Registration Scheme instead of the Alternative Regime, by asking Directa SIM (www.directa.it; e-mail address: firstname.lastname@example.org) to register the units directly in the name of the investor
In this case, Directa SIM will not charge any cost to the Investor, but the latter will have to bear any expenses due to the professional figures that may intervene in the procedure of ordinary registration (notary and/or accountant) as well as the related administrative charges not specifically charged to the Offeror where due (stamp duty, fees, etc...).
Joining the Alternative Scheme implies the acceptance of these Terms and Conditions of Mamacrowd, of the particular Terms and Conditions of the Rubrication Service (available here) and the terms and conditions applied by Directa SIM, made available to the Investor during the application process.
The adhesion to the Alternative Scheme, both in case of Traditional and Massive Adhesion, according to the terms and conditions provided by Directa SIM, is subject to the correct identification of the Investor 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 to the acceptance of these Terms and Conditions of Mamacrowd, of the particular Terms and Conditions of the Rubrication service (available here) and the conditions applied by Directa SIM, made available to the investor during the application process.
If the above conditions precedent are not met, the participation in the Alternative Scheme will be considered as not having 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.
Costs of the Alternative Regime
A. In case of Traditional Membership:
1) at the time of opening the SIM Account, the Investor shall pay to Directa SIM (the "SIM Account Opening Cost"):
a sum equal to 15.00 (fifteen/00) euro, if a natural person;
an amount equal to euro 80,00 (eighty/00), if a legal entity.
These amounts are not reimbursable if the Offer, in which the Investor has adhered with the Alternative System, does not conclude successfully or if there is an exclusion of the Investment following the occurrence of an "overfunding" situation. These amounts will not be due by the Investor if he already has a SIM Account opened with Directa SIM).
2) Once the SIM Account has been activated, for each investment in a successful offer (except in the case of exclusion due to 'overfunding'), the investor, whether an individual or a legal entity, must pay to Directa SIM the amount of € 20.00 (the "Offer Rubrication Cost"). This amount is payable by the Investor only if the Offer is successful.
3) For the issue 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 "Cost of Issue of the Header Certificate"). This amount is not due in the case of the first issue of the certificate to the Investor, which is to be considered free of charge.
The payment of the above amounts will be made by withdrawing the relevant sums from the SIM Account, in accordance with the terms of the contract between Directa SIM and the Investor.
The Investor, therefore, must ensure that the SIM Account has the necessary funds to cover the costs of joining the Alternative Regime. In the absence of funds, Directa SIM may not accept the request to join the Alternative Scheme made by the Investor.
B. In case of Mass Membership, the Costs of the Alternative Scheme will be borne by the Offeror, according to the agreements entered into from time to time with Directa SIM; the Investor, therefore, will not have to pay anything.
In particular, the Offeror will provide for the payment of:
a) the SIM Account Opening Cost in the event that the Investors do not have a SIM Account (This amount is not refundable in the event that the Offer with Massive Acceptance is not successful or in the event that there is an exclusion of the investment following the occurrence of an 'overfunding' situation: in this case the SIM Account remains open in the name of the investor who may freely use it for future acceptances of other offers);
b) the Offer Rubrication Cost relative to all investors who are already holders of SIM Accounts (This amount is payable by the Offeror only if the Offer is successfully concluded).
c) The first issuance of the certification proving the ownership of the units (the Header Certificate), necessary as a title of legitimation for the exercise of the corporate rights, is free of charge. Subsequent requests for Certificates of Intestacy will incur a cost of €5.00 per certificate, payable by the investor.
Conversion to the Ordinary Regime
Participation in the Alternative Regime is always reversible: the investor may at any time request to revert to the Ordinary Regime instead of the Alternative Regime by asking Directa SIM (www.directa.it; e-mail address: email@example.com) to directly register the units in the name of the investor.
In this case, Directa SIM will not charge any cost to the Investor but the latter will have to bear any expenses due to the professional figures that may intervene in the ordinary registration procedure (notary and/or accountant) as well as the related administrative charges not specifically charged to the Offeror, where due (stamp duty, fees, etc.). Such charges depend on the professional fees in force or on the agreements entered into 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, the pages that compose it, the technologies and the platform, ideas, logos, trademarks, graphics, text, audio/video files, and more generally any other creativity related to the Portal and the Crowdfunding Service are and shall remain the property of SiamoSoci S.r.l. and may not be reproduced, used or represented by Users, except in cases where it is expressly permitted and to the extent permitted. The User is granted a non-transferable right of use of the Portal and limited to private and non-commercial use.
SiamoSoci does not perform any control, except those provided for in Consob regulation adopted by Resolution 18592, on the content posted by users and in particular by the 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, even 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 harmless SiamoSoci S.r.l. from any claims of third parties arising out of or in any way connected with the use of the Portal and/or the Crowdfunding Service.
SiamoSoci reserves the right, in its sole discretion, in case of violation of the commitments provided herein by the users, even upon notice of third parties, to immediately suspend and / or terminate access to the Portal and / or services, as well as to delete any content deemed harmful to legal provisions, without any liability to the User. However, the fact that SiamoSoci does not prevent the publication or delete a content of the User, does not mean that such content has been deemed acceptable by SiamoSoci.
In any case SiamoSoci invites Users, holding them otherwise responsible, to:
SiamoSoci cooperates with the Public Authority in all cases in which it is requested to provide data and/or information necessary to trace the authors of offenses.
SiamoSoci undertakes to use 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 Consob regulation adopted by Resolution no. 18592. However, the User agrees that in no event SiamoSoci shall be liable for delays or malfunctions in the performance of the Portal due to events beyond the reasonable control of SiamoSoci, such as, for example: (i) force majeure events; (ii) events dependent on third parties such as, but not limited to, 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 that in no event SiamoSoci shall be liable for acts or omissions made by the user and in conflict with the obligations assumed by them under these Terms of Service, as well as it shall not be liable for malfunctions due to defects of the means essential for access, improper use of the same and / or the means of access to the Portal. Siamosoci can in no case be held liable to the user or third parties for loss of profit, loss of earnings, or any other form of loss of 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 does not provide any guarantee regarding the management of the Alternative System 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 request, question, complaint or dispute relating to the Alternative Scheme 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 of third parties, including the competent Authorities, a violation of national and/or international regulations, or of the conditions provided by these T&C, also with reference to the commitments referred to in art. 5 above of the Offerors, SiamoSoci reserves the right to terminate access to the Portal and/or deactivate the Crowdfunding Service. In this case, SiamoSoci shall send to the User, by certified e-mail, a notice stating the termination of access to the Portal and/or the deactivation of the Service, indicating the reasons and, where appropriate, at its sole discretion, inviting the User to regularize the situation within a reasonable period of time. If the User fails to carry out the activities of regularization within the allotted time, SiamoSoci shall proceed to terminate these T&Cs for the fact and fault of the User. 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&C.
Personal data are collected and processed in order to respond to User requests. SiamoSoci guarantees its users to operate in compliance with the legislation on the processing of personal data, governed by the Privacy Code referred to in Legislative Decree no. 196/2003.
The data controller is SiamoSoci S.r.l..
At the time of registration, the user may be asked to give his consent to receive commercial information, including through the sending of newsletters. In this case, the user shall be free to give consent or not.
These Terms of Service are governed by the laws of the Italian Republic.
For any disputes that may arise between SiamoSoci and the User regarding the validity, interpretation or execution of these T&C, or which are otherwise related to it, SiamoSoci and the User acknowledge and mutually agree to comply with the following procedure:
© 2022 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