These terms and conditions set out the rules for the use of the portal accessible at the address 2meet2biz.com ("Portal") and the service for the collection of venture capital in accordance with Article 50-quinquies of Law 221/2012 and Consob Resolution no. 18592, later supplemented by amending Resolution no. 19520 of 24 February 2016, ("Crowdfunding Service"), offered by Migliora S.r.l, a company authorized to manage the Portal and registered with Consob, by resolution no. 21678 of 13/01/2021, with registered office in Milan, Viale di Porta Vercellina, 9, Tax Code and VAT no. 09193300960 ("Migliora Srl"), offered to users of the Portal.
For the purposes of these Terms of Service, the following shall mean:
Migliora reserves the right to modify all or part of these terms of service by notifying Users through the Portal. Users are therefore required to frequently review and periodically re-read these T&Cs in order to be 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 implies acceptance of the changes made.
For any services offered for a fee, Migliora 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 within 30 days of the notice without any charge or additional cost. In the absence of notice of withdrawal, the changes shall be deemed accepted.
The services and the Portal are intended for Users over the age of 18.
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 to Users only upon registration.
Users registering to the Portal or subscribing to the Crowdfunding Service shall be required to provide certain personal data and follow the registration and/or activation process explained at the time of registration or application for the Crowdfunding Service.
Knowledge of the codes for access to the Portal and/or the Crowdfunding Service by third parties may allow unauthorised third parties access. The registered User shall therefore take care of the access codes and keep them confidential. In the event of loss, theft or loss of access codes, the User shall promptly notify Migliora who will proceed with the deactivation and replacement. You are directly and indirectly responsible for any improper and unlawful use of the Crowdfunding Service by yourself or any third party using the Crowdfunding Service on your 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 concerning the offer so that Investors may reasonably and fully understand the nature of the investment, the type of financial instruments offered and the risks associated with them and make their investment decisions in an informed manner.
The Offerors also undertake to publish on the Portal a description of the company, the industrial project, the business plan, the financial instruments under offer, the rights associated with them and the procedures for exercising those rights, the clauses prepared by the Offeror 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 those clauses. ) 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 Regulation, 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 investing primarily in innovative start-ups and innovative SMEs, the Offeror undertakes to provide a hyperlink to the fund rules or by-laws 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, as amended.
For companies investing mainly 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 it holds stakes 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. The offeror is solely responsible for the completeness and truthfulness of the data and information provided by him/her. The investor's attention is also drawn to the fact that the investment, even indirectly, through UCITS or companies that invest primarily in financial instruments issued by innovative start-ups and innovative SMEs is illiquid and carries a very high risk.
Also with regard to the offer, the Offerors undertake to publish:
Finally, the Offerors undertake to:
(d-bis) the limits on the issue of bonds and debt securities imposed by Articles 2412 and 2483 of the Civil Code and by the applicable special laws;
d-ter) the Manager's assurance that the subscription of bonds and debt securities is reserved, within the limits established by the Civil Code, in addition to professional investors, to the persons indicated in paragraph 2, and to the following persons:
With regard to the investment flow, the following actions are planned:
The possibility of selecting the type of investment regime depends on the type of company. Offeror companies established as limited liability companies can decide whether or not to give investors the option of allocating shares via 100b (alternative regime), while S.p.A. and S.a.p.a. cannot.
The choice of investment regime is guided by an explanation infobox.
If the investor chooses to invest via 100ter, there are two possible ways to do so:
o the investor already has an account with Directa SIM → in this case, he/she must be able to enter the account number (unless he/she has already entered it in the user area, in which case the system will show it to the user who will have to confirm it). The user will have to pay the one-off contribution of €20, which will be added to the total amount to be paid. Please note: if the user places two or more orders in the same campaign, they do not have to pay the 20€ contribution again.
o the investor does not have an account with Directa SIM → in this case the investor will have to open the account later. The individual user will have to pay 35€ and the legal entity user will have to pay 100€. If the user places more than one order in the same campaign he will not have to pay anything back. If, however, the user wants to invest in another campaign, then he will have to pay the €20 again regardless of whether he is an individual or a legal entity.
The chosen header regime must be indicated in the membership document that will be auto-generated by the system and in the summary screen. If the user chooses the alternative scheme, he will receive a pre-filled link to open the account in the order confirmation email. You will also be advised that if you do not open your account within x days, you will be automatically enrolled in the ordinary regime.
The user will be able to decide which amount in € currency to invest:
Upon confirmation, the system will generate a PDF document (contract of adhesion) and will send it by email with a summary of the information and actions necessary to conclude the investment.
The email will summarize all the personal data, the disclaimers that you flagged during the order process, the results of Mifid, the data chosen by the user (type of rubric and type of payment), the total invested, the total to be paid with the addition of the costs of Directa SIM if necessary.
Other emails containing the order summary information will be sent to an administrative account of the portal and to a mailbox of the provider.
The order will also be made visible in the user's private area. The status of the order will be "pending payment".
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 will remain the property of Migliora 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 right to use the Portal non-transferable and limited to a use.
Access to 2MEET2BIZ by Users is free of charge.
Investment through 2MEET2BIZ is free of charge. Investors may be charged only the expenses for the transmission of orders to banks and investment firms, if any, indicated in the information sheet and the information document relating to each Offer. At the end of the Offer, in the event of a successful outcome, Migliora will retain a commission equal to a percentage of the total deposits collected, defined through an agreement previously signed between the Offeror and Migliora.
Users and Bidders are responsible for and undertake to pay all applicable taxes and duties relating to the use of the Site, the Services and the communication and registration operations, and exempt the Manager from any tax, administrative or fiscal obligations exclusively relating to them for the Services offered on the Portal.
Migliora 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, including in accordance with the provisions of Consob Regulation adopted by Resolution No. 18592. You nevertheless acknowledge and agree that Migliora shall in no event be liable for delays or malfunctions in the performance of the Portal due to events beyond the reasonable control of Migliora such as, but not limited to: (i) events of force majeure; (ii) events dependent on the actions of 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 the event of interruption of the functionality of the Portal, Migliora undertakes to restore it as soon as possible. The User, agrees that Migliora can not in any event be held liable for acts or omissions made by the user and contrary to the obligations assumed by them under these Terms of Service, as well as can not be held liable for malfunctions due to defects in the means essential for access, improper use of the same and / or the means of access to the Portal. In no event shall Migliora be liable to you or any third party for loss of profit, loss of earnings, or any other form of loss of profit or indirect or consequential damages related to the performance of these Terms of Service. Migliora is solely responsible for the provision of the Crowdfunding Service and makes no warranty as to the management of the Alternative Scheme by Directa SIM. Migliora is not responsible for errors and/or omissions in relation 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 Migliora establishes, directly or as a result of a report by third parties, including the competent Authorities, a violation of national and/or international law, or of the conditions laid down in these T&Cs, including with regard to the commitments referred to in Article 5 above by the Bidders, Migliora reserves the right to terminate access to the Portal and/or deactivate the Crowdfunding Service. In this case Migliora will send to the User, by Certified Email, a notice stating the termination of access to the Portal and / or deactivation of the Service, stating the reasons and, where appropriate, in 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, Migliora will proceed to terminate these T&Cs for the fact and fault of the User. In the most serious cases, Migliora may, in its sole discretion, proceed immediately to terminate these T&Cs for the User's fault, without prior notice to regularise the situation. Migliora 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. Migliora 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 Migliora S.r.l..
At the time of registration may be required to give its 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 Italian Republic.
For any disputes that may arise between Migliora and the User regarding the validity, interpretation or performance of these T&Cs, or that are otherwise connected thereto, Migliora and the User mutually acknowledge and agree to comply with the following procedure:
Latest update 22nd February 2021