Version 1.2 – September 2023
These terms and conditions ("Terms") apply to the access and use of the crowd investment platform available on www.oomnium.com and related services ("Platform"), provided by OOMNIUM AG, Talstrasse 9, 8001 Zürich, Switzerland ("OOMNIUM"). OOMNIUM is a financial intermediary supervised by Financial Services Standards Association (VQF).
To access and use the Platform, the user (each separately "User" and together "Users") must agree to and abide by these Terms.
OOMNIUM reserves the right to change these Terms, the Platform, any part of it, or any related services from time to time or suspend the Platform or parts of it temporarily or definitively at any time at its own discretion. The User should review the Terms on a regular basis. The User's continued use of the Platform following any amendments indicates acceptance of the changes to the Terms.
If the User does not agree to these Terms or any changes to the Terms, the User may not access or use the Platform.
The purpose of the Platform is to create a community and to enable entering into transactions in relation to financial instruments, such as shares issued as ledger-based securities ("Token"). After having concluded a separate agreement with OOMIUM, companies ("Companies") may initiate crowd investment projects ("Campaign(s)") via the Platform. OOMNIUM reserves the right to select Companies and Campaigns that will be made available via the Platform at its sole discretion. The rights and obligations associated with the Tokens are described in detail in other documents provided by the Company, such as the registration agreement.
Each Campaign is available for a defined duration and is subject to the conditions set out by the Company or OOMNIUM, such as a minimal amount that must be achieved ("Soft Cap") and a maximum amount that can be invested in total ("Hard Cap").
By operating the Platform, OOMNIUM does not provide any advice regarding the appropriateness and suitability of the respective financial instrument for the relevant User with regard to the User's investment objectives, investment experience, and level of information. OOMNIUM does not assume any responsibility for the decision-making process or the decision of a User or for the occurrence and the effects of transactions that are concluded via the Platform. Each User is responsible for and shall ensure that it makes decisions regarding transactions on the basis of their own careful and independent examination and evaluation of the respective transaction and obtains appropriate professional financial, legal, and tax advice in a timely manner. OOMNIUM provides the information of the Companies without further verification or approval and is in no way responsible for the accuracy, timeliness and completeness of the information related to the Campaigns.
All Users may browse the available Campaigns, although certain information can be reserved for registered Users. In order to invest in Campaigns, the User (resp. an authorized person, in case of companies) must register and pass all necessary Know Your Customer and Anti-Money Laundering checks ("KYC"). OOMNIUM reserves the right, to exclude users from certain countries completely or from individual campaigns at its own discretion.
In order to register, the User must:
The User is granted full access to the Platform, including the possibility to invest in Campaigns, only after the verification procedure and KYC are successfully conducted. OOMNIUM may reject or cancel a User's registration in its sole discretion and without specifying any reason, e.g. in case the KYC process is unsuccessful or doubts about the accuracy of the information arise later on. Each User may register only one account on the Platform.
All information provided by the User must be complete, accurate, and truthful at all times. If any of the User's information changes, the User must update such information immediately. OOMNIUM may, from time to time, ask the User to confirm the accuracy of the provided information and request additional supporting documents.
After successful registration and KYC verification, the user can invest in active campaigns by selecting the investment amount in CHF (the "Investment Amount") respectively the desired number of Tokens and transferring the Investment Amount to OOMNIUM using the payment methods available on the Platforms.
OOMNIUM may change the available payment methods or refuse payments or certain payment methods at its sole discretion. Transaction fees and conversion fees are borne by the User. If the investment amount deposited by the User and the amount actually received by OOMNIUM differ, the allocated number of Tokens will be rounded down to the nearest full number.
Participation in the Campaign is made on a first-come, first-serve basis. If the Soft Cap as set for the respective Campaign is not achieved, the Investment Amount shall be returned to the User. In case of oversubscription (exceeding the Hard cap) or rounding down, the excessive amount that cannot be allocated shall be paid back to the User, provided such difference exceeds (30) thirty Swiss francs (CHF). All the costs and expenses of the repayment are borne by the User.
The payment of the Investment Amount constitutes an offer by the User to purchase Tokens at the specified price per Token. The Company is free to decide whether or not to accept the offer. In case the offer is declined, OOMNIUM refunds the Investment Amount to the User.
In the event of a refund, the User must provide his/her bank account details to the specified contact address (e-mail address) upon first request. If the User does not provide the bank account data within 30 days after this request, the Investment Amount will be forfeited and OOMNIUM is entitled to use the Investment Amount without further consideration to the user. The User further acknowledges that the repayment of the Investment Amount in the event of a refund is not guaranteed or insured by any deposit insurance scheme.
After successful completion of a Campaign, the Tokens are created according to the specifications on the platform (e.g. in the case of shares, through capital increase and subscription by means of a power of attorney issued by the User).
In order to receive the Tokens, the User must provide an Ethereum (ERC-20) compatible address over which he has power of disposition and authority ("Recipient Address"). It is the sole responsibility of the User to ensure that a correct Recipient Address is provided. OOMNIUM or the Company may request additional information for the delivery of the Tokens.
The Tokens are transferred directly from the Company to the specified Recipient Addresses. With the transfer to the Recipient Address, the obligation of the Company is fulfilled regardless of whether the User has effectively obtained power of disposition over the Tokens. OOMNIUM is not involved in the transfer of the tokens.
In case the User fails to provide a Recipient Address, the Company may, in its sole discretion, refund the Investment Amount or provide the Tokens to the User by other means (e.g., by sending a hardware wallet to the provided mail address). It is the User's sole responsibility to provide accurate contact details.
OOMNIUM uses reasonable care and skill in operating the Platform and in keeping it free from viruses and other malicious software programs. OOMNIUM may make available to Users via the Platform information, data, and documents that it has received from Users or Companies and is entitled to rely on the correctness of such information, data, and documents. OOMNIUM does not guarantee and is not liable for the correctness of the information, data, and documents provided by Users or Companies.
OOMNIUM holds all permits required for the operation of the platform and is subject to supervision by a self-regulatory organization for compliance with money laundering regulations. This may include the exchange of information with authorities about individual Users and transactions, as far as this is necessary or required by legal regulations or official orders.
OOMNIUM reserves the right to engage subcontractors or third-party service providers to deliver parts of the Platform. OOMNIUM is only liable for the careful selection of the commissioned third parties.
OOMNIUM is entitled to exclude a user from the use of the platform at any time in its sole discretion, in particular, if for example:
The User agrees to use the Platform in compliance with the Terms and legal obligations applicable in the territory where they are located. The User is personally responsible for its use of the Platform and for entering and maintaining any data and information in the course of the use of the Platform. The access and use of the Platform is entirely at the User's own risk and could lead to substantial or complete loss of funds. It is the User's sole responsibility to assess the viability, risks, and suitability of any investment.
The User represents that the access and use of the Platform will fully comply with all applicable laws and regulations and that the User does not access or use the Platform to conduct, promote, or otherwise facilitate any illegal activity. The User further represents that they are not a resident of any country in which accessing or using the Platform is or may be prohibited.
The User must protect any account credentials and may not share them with any third person. The User must immediately inform OOMNIUM of all circumstances within its sphere that might endanger or may be relevant to the Platform and all misuses or suspicions of misuse of the Platform or User's credentials.
In addition to other restrictions set forth in these Terms, the User is expressly restricted from:
The User bears the sole responsibility to determine if any transaction done through or in connection to the Platform has tax implications for the User, including, for example, withholding and income taxes. It is also the User's sole responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities.
In relation to the participation in the Campaign and the purchase of the Tokens, a direct contract is established between the User and the Company (the "Investment Agreement"). OOMNIUM is not a party to the contract and shall not be liable in any way arising out of or in connection with the Investment Agreement.
Unless otherwise expressly stated by the Company in the information or documents provided for the respective Campaign, the following provisions shall apply to the Investment Agreement.
Beyond the delivery of the Tokens to the Recipient Address, and except as otherwise expressly stated in the Campaign information, to the extent permitted by law, the Company and its shareholders disclaim all representations or warranties with respect to the Tokens.
The User, as an investor, represents and warrants as of the date of the Agreement that it:
Each party may terminate these Terms at any time with immediate effect. Termination shall not affect the rights, obligations, or liabilities of either party that arose prior to termination or continue beyond termination, including the obligation to pay the Investment Amount, if the User has committed prior to termination.
The Platform, together with all content, data, information, and materials contained therein, is provided 'as is' and 'as available' without warranties or representations of any kind. OOMNIUM regularly carries out maintenance or improvements to the Platform and its infrastructure but does not guarantee that the Platform will function without any interruption or disruption. The User acknowledges that this may result in temporary delays and interruptions from time to time.
The User further acknowledges and agrees that OOMNIUM is not representing or warranting any particular feature of the Platform and will not be held liable for any incompatibility of the information published on the Platform with the specific objectives that the User is hoping to achieve or any damages arising from it. In particular, OOMNIUM is not responsible or liable for the timeliness, accuracy, completeness, or quality of the information provided by the Company for the respective Campaigns or potential misuse of the information by third parties. Neither the Platform nor any information or data contained therein constitute financial, investment, tax, legal, accounting, or other advice.
The Platform may contain statements that constitute "forward-looking statements." OOMNIUM is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the accuracy of such statements.
To the extent permitted by applicable law, the liability of OOMNIUM, its affiliates, or any of its directors, employees, contractors, service providers, or agents is limited to wilful misconduct, gross negligence, and personal injury. Any further liability of OOMNIUM under any title is explicitly excluded, including any liability for economic, personal, or intangible damages deriving from the User's use of the Platform and liability for technical transmission delays or outages.
The User agrees to fully indemnify OOMNIUM from and against any liability, costs, demands, causes of action, damages, and expenses arising in any way related to the User's breach of any of the provisions of the Terms.
OOMNIUM retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property and other rights in the Platform, or any part of it, including its own content on the Platform.
The Companies retain all rights, titles, and interests to their own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property and other rights in the Company's information and content contained in the Campaign.
Users have the right, limited in time and revocable at any time, to use the platform and the Campaign information exclusively for information purposes about the Campaigns and the handling of the investments.
OOMNIUM collects and processes personal data as described in its Privacy Policy, available here. OOMNIUM protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland.
The User authorizes OOMNIUM to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.
The User acknowledges and agrees that the Tokens are issued on a public blockchain that is pseudonymous, not anonymous, in nature, meaning that any person that can associate the User's Recipient Address with the respective User can publicly view all Token holdings, of that Recipient Address.
Notices: Notices must be given in text form and need to be communicated:
No Assignment: The User may not assign any of its rights, obligations, or claims under the Terms without the previous consent of OOMNIUM.
Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Conflict with additional terms: Certain web pages or parts of the Platform may be governed by specific terms or agreements. In case of a conflict between these Terms and any specific terms, the specific terms prevail.
Links: The Platform may contain third-party content or links to third-party websites. OOMNIUM does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.
Governing Law & Jurisdiction: These Terms are governed by and construed in accordance with the substantive laws of Switzerland under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and subject to the jurisdiction of the ordinary courts at the seat of OOMNIUM.