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Terms & Conditions
1. 1. Overview
1.1. These General Terms and Conditions, as defined in Art. 2 (“Definitions”) set out the terms and conditions applied by Approda, as defined in Art. 2, (“Definitions”) in relation to the provision of the Services defined in Art. 2, (“Definitions”) to Users, as defined in Art. 2, (“Definitions”).
1.2. The User acknowledges and agrees that Approda does not undertake any form of evaluation or provide recommendations in regard to the terms and conditions covering investments in any Project published on the Platform and that, as such, Approda will not, in any circumstance, provide Users with any form of recommendation or evaluation in relation to such terms and conditions, which must be negotiated by the Users and relevant counterparties as required and without any form of involvement on the part of Approda in any consequent process of collecting subscriptions or funds in aid of any of the specific activities associated with the Project in question.
1.3. The User acknowledges and agrees that Approda will not undertake any activity designed to facilitate the investment, on the part of the User, in Projects promoted by other Teams, the Platform being an instrument designed purely for the purposes of allowing Users to obtain and receive certain consultancy services from Approda, and of providing them (Users) with a virtual web space in which to evidence the nature and characteristics of their own companies and the developmental projects that they intend to realise.
2.1 Within these General Terms and Conditions, the terms listed below assume the following definitions, with the added clarification that definitions provided for plural terms should be understood to apply equally to the terms in their singular form, and vice versa.
o parties that wish to inspect the Projects published on the Platform
o parties that wish to offer their professional expertise to the benefit of one or more Teams
o parties that, acting within the scope of their professional, commercial, entrepreneurial or artisanal activity, have requested one or more of the Services listed in Art. 5.1
3. Acceptance of these General Terms and Conditions
3.1 In order to access and make use of one or more Services, Users must register with the Platform in line with the provisions of Article 4 below (“Registration”).
3.2 By registering with the Platform, in the manner indicated hereunder, the User confirms that he/she/it has read and understood these General Terms and Conditions and, pursuant to the provisions of Arts. 1341(2) and 1342 of the Italian Civil Code, that he/she/it expressly agrees to the provisions contained therein. Specifically, by registering with the Platform, the User expressly agrees to the provisions of the following articles: Article 1.2 (Scope and limits of activities carried out by Approda); Article 3.4 (Approda’s right to make unilateral amendments to these General Terms and Conditions); Article 3.6 (Coming into effect of amendments to these General Terms and Conditions); Article 4.1 (Registration); Article 4.3 (User’s responsibility for preserving the confidentiality of login information); Article 4.4 (Provision of personal data belonging to the User and/or third parties, and Approda’s exemption from liability); Article 4.7 (Suspension of Services, Approda’s exemption from liability); Article 4.8 (Technical problems, Approda’s exemption from liability); Article 5.1(a) (Scope of the Rating Service); Article 5.3 (Access to content and information on the Platform); Article 5.4 (Use of data); Article 5.6 (Prohibitions affecting the publishing of copyright-protected works); Article 5.7 (Approda’s right to modify information provided or delete it from the Platform); Article 6.1 (Prices and price changes); Article 6.2 (Duration); Article 7.1 (User’s guarantees regarding information, data and documents provided to Approda); Article 7.2 (Absence of verification on the part of Approda); Article 7.3 (User’s responsibilities regarding data, information and documents provided to Approda); Article 7.5 (Prohibitions affecting the introduction of data to the Platform); Article 7.6 (User’s guarantees regarding the provenance of data); Article 7.7 (Commitment not to copy or reproduce protected content or data); Article 7.8 (Approda’s right to refuse or reject the introduction of content to, or delete it from, the Platform); Article 7.9 (Approda’s exemption from liability); Article 7.10 (Confidentiality); Article 8.3 (Prohibitions affecting the distribution and dissemination of the Platform and Services); Article 8.4 (Prohibition of licensing and sub-licensing of software belonging to Approda); Article 8.5 (Prohibition of creating derivative works from software belonging to Approda); Article 8.6 (User’s responsibilities affecting the use of Services); Article 9.2 (Express termination clause); Article 9.3 (Right to withdraw); Article 9.4 (Exercising right to withdraw); Article 9.6 (Interruption of Services); Article 11.1 (Choice of Law); Article 11.2 (Selection of Forum).
3.3 By registering with the Platform, the User further declares that he/she/it has the capacity to bind himself/herself/itself to the provisions of these General Terms and Conditions, or, in the event he/she/it is acting in the name of and on behalf of a company or other body, that he/she/it is authorised to represent that company or body.
3.4 The User hereby acknowledges and agrees that Approda may amend these General Terms and conditions unilaterally, in which event each User shall be informed of such amendments, on a case by case basis, via an email addressed to the email address provided by the User on the registration form. Furthermore, each and every amendment made to these General Terms and Conditions will also be made known via a statement published and made clearly visible on the Platform itself.
3.5 In any event, the User undertakes both to familiarise him-/her-/itself of these General Terms and Conditions and to take action to keep up to date with any amendments.
3.6 In the event that an amendment is made to these General Terms and Conditions, it will come into force automatically 30 (thirty) days following the date on which it is communicated, save in the event that the User expressly communicates his/her/its intention to reject said amendment via an email sent to the address email@example.com. The User’s decision to reject the General Terms and Conditions in their new form (or the User’s failure to a communicate his/her/its acceptance), will lead to the interruption of all Services.
4. The Registration Process and Functionality of the Platform
4.1 Registration is effected by entering the requested information on the dedicated registration form in the “Registration” section of the Platform. It is understood, in any event, that access is granted to the platform on an individual basis and that said entitlement cannot be transferred to a third party. In order that the Platform operate properly, it is necessary that registration details be kept up to date. Failure to update registration details on at least an annual basis may compromise the correct and accurate functioning of the Platform.
4.2 Once the User has successfully completed the registration form with the information requested, a confirmation email will be sent to the address provided on the form. To complete the registration process, the User must click the relative link included in the email. Having completed this step, the User will be able to access the Platform and make use of the Services.
4.3 The User hereby acknowledges and agrees that he/she/it is responsible for maintaining the secrecy of the Password, which together with the associated Username, enables access to the Services.
4.5 By providing his/her/its email address, the User agrees to receive all necessary announcements in the form of emails sent to that address, and assumes all responsibility for updating or changing his/her/its email address details as the need arises. Said announcements will be included in the text of these emails, or accessed via a link, in the email, to the relevant page on the Platform.
4.6 The User undertakes, and is required to notify Approda immediately, by sending an email to the address firstname.lastname@example.org, in the event that he/she/it becomes aware of a non-authorised use of his/her/its login details. In such an event, Approda shall take immediate action to block such usage and ask the User to undertake the registration process anew. The User’s access to, and use of, Services will be suspended from the date on which Approda receives notice of non-authorised usage, and will remain suspended until the new registration process is completed.
4.7 Approda reserves the right to interrupt or suspend access to the Platform and the associated use of Services, at its sole discretion, in the event that the system is overloaded or congested, or as is necessary to ensure both scheduled and unscheduled maintenance work. Such interruptions or suspensions will not confer any liability on Approda, insofar as Approda does not provide any guarantee as to the uninterrupted operation of the Platform.
4.8 Users acknowledge and agree that Approda is not always able to foresee or forestall problems of a technical or other nature that might result in data not being saved and/or result in the loss of data. Approda assumes no responsibility for delays, or the poor functioning, suspension or interruption of the provision of Services if such be due to: causes of force majeure or acts of providence; illicit actions or tampering by third parties that affect the services or equipment used by Approda; actions affecting, or tampering with, connectivity equipment held by Users, if said actions or tampering be committed by the Users themselves or other, non-authorised, parties; incorrect use of the Platform or Services on the part of Users; malfunction or incorrect configuration of connectivity equipment used by the User.
5.1 Approda offers the following Services to Users that have completed the registration process on the Platform:
(a) Rating Services for Users . Each User may request that his/her/its business plan be awarded an overall rating, based on a scoring system implemented and updated by Approda. With a view to assessing the logical coherence of the business plan, this overall rating will be calculated using a series of algorithms and software processes that will be applied to the essential characteristics of the business plan in question, following a guided process that incorporates structured proprietary tests developed by third parties and applied under licence by Approda. Following this process, the business plan will be divided into its principal constituent elements (each one corresponding to a particular area of evaluation), in such a manner that areas that present the most critical concerns are identified along with possible solutions which, if adopted, might lead to a higher rating in a subsequent evaluation by Approda. At the end of each evaluation, the business plan in question will receive a rating value from A to L.
Users hereby acknowledge and agree that the rating attributed to each business plan does not in any way constitute an evaluation of the applying party’s creditworthiness, rather that it is nothing more than a means of providing an overall indication of the strengths and weaknesses of the business plan associated with a particular Project presented by a User for publication on the Platform.
(b) In-Platform Web Space” Service ”. The Platform offers Users the possibility of uploading, to a “virtual web space”, data, information, documents, content (text or multimedia,) and/or other material that Users might send or upload by various computerised means in relation to a Project.
(c) The Platform’s “Team Completion Service”. By applying certain proprietary algorithms, the Platform offers the option of identifying whether a certain area of expertise or skill set is missing from a Team that might otherwise allow a Project to receive a higher overall Rating, or to receive a higher sub-rating in one or more subsections. These algorithms identify Users registered on the Platform who have consented to being part of such searches and who possess the required skills and expertise, and consequently provides the Team in question with a list of such Users.
(d) “Access to Project Profiles”:. While users automatically have access to certain basic details in the Project profiles, it is possible to purchase complete access to all information present in the Project profiles. The User has the option of purchasing access to complete individual Project profiles on a one-by-one basis, or otherwise purchasing a subscription that allows access to a certain number of profiles in a certain period of time, as indicated in Art. 6.1 “Cost of Services”.
(e) “Tailored Professional and Business Content”::Seeking to provide Users with more useful information that matches their specific requirements, Approda offers a service wherein it effects the delivery of information and additional commercial or professional content that is tailored to the specific personal and professional characteristics of individual Users and/or the business projects they are promoting, basing the selection of content on the data provided on the Platform by the Users themselves. This provision may be effected directly by Approda via various channels (email, newsletter, Approda’s own internal messages, etc.) and/or indirectly via other partners to which Approda may share or sell data, information and other User-related content.
(f) “Who Viewed my Profile?”: In the event that a Team or User inspects the profile of another User as part of the “Team Completion” Service – point (c) above – the latter party will receive a message informing him/her of this circumstance.
(g) “Third-party Project Evaluation” Service: A service offering technical evaluations of business plans that is offered to Users other than those who are promoting the business plans in question. The aim of this service is to offer said Users the opportunity to save time and resources when subsequently evaluating their own business plans.
5.2 In light of the above, the User hereby acknowledges and agrees that among the activities carried out by Approda in the performance of the Services, including those designed to enable Users to view the information made available on the Platform by other Users, there is none that might be defined as: offering (i) financial products or (ii) investments and investment services to the general public, pursuant to Legislative Decree no. 58 of 24 February 1998 “Consolidated Law on Finance”, the Regulation adopted by the CONSOB (National Commission for Companies and the Stock Exchange) with Resolution no. 11971 of 14 May 1999 “concerning the regulation of issuers”, and the Regulation adopted by the CONSOB with Resolution no. 16190 of 29 October 2007 “concerning intermediaries”, and any subsequent amendments thereto. In particular, Approda will not carry out any of the following activities:
• trading of orders on its own behalf;
• execution of orders on behalf of clients;
• underwriting or placing on a firm commitment basis or with the assumption of guarantees in respect to the issuer;
• placing without a firm commitment basis or the assumption of guarantees in respect to the issuer;
• portfolio management;
• receipt and transmission of orders;
• consulting on the subject of investments;
• operating multilateral trading facilities;
• offering financial products to the general public;
5.3 Teams and Users further acknowledge and agree that material published on the Platform by them or by other parties and the results of both their own tests and any evaluations carried out by Approda on the basis of the personal and professional data provided, shall be made available to Approda and other Users in line with the provisions of these General Terms and Conditions. However, the understanding remains that the Users in question, following their registration on the Platform, will automatically have access only to such information and documentation as is made available by other Teams, that each User may contact the Teams – using the methods applicable to the purchased Service, at his/her/its sole discretion and without further involvement on the part of Approda – to request additional information, data or explanations, and that each Team is entirely free to decide if, and when, such requests received from other Users are to be accommodated.
5.4 The User hereby acknowledges and agrees that all data provided both during, and subsequent to, the registration process, including data of a personal nature, may be:
(a) transmitted to other countries and may be used for the purposes of distributing commercial and professional offers, including those distributed by third parties;
(b) collected for commercial purposes and potentially transferred to third parties in any form, aggregated data formats included, and potentially sold, which is to say, they may be used for any and all legitimate purposes of a commercial or statistical nature.
5.5 The User further acknowledges and agrees that, for the purposes of ensuring the correct functioning of the Platform, Approda may copy such data and content as are introduced to the platform, or alter the format thereof, and that he/she/it (the User) is prohibited from using the Services for any additional commercial purposes and/or using the Services as a vehicle for any form of advertising or “banners”. As such, Users may not use any of the Services to promote the sale of the products and services they offer, or to increase the number of visitors to their own websites.
5.6 The User further acknowledges and agrees that uploading and exchanging material subject to protection under applicable copyright legislation (including Italian Law 633/41) without the authorisation of the relative copyright holder(s) is expressly prohibited. The act of copying and making available copyright-protected material (including the act of making such material available via file sharing technologies) without the authorisation of the copyright holder(s) is forbidden. Such violations may be subject to legal and even criminal sanctions. All data, information, documents, software, text and multimedia content, and/or other material that is uploaded by an individual User, in addition to all branding, names, logos and distinctive markings, and all rights inherent to the image, name and economic identity of the User are, and shall remain, the sole property of said User. As such, Approda undertakes to restore such information and content to the User at the end of the relationship defined by these General Terms and Conditions, by which it is understood that said data and content shall be deleted from the Platform.
5.7 Approda reserves the right to request additional information from Users, and/or to request that information introduced to the Platform be modified or deleted. It further reserves the right to exclude any User that fails to abide by the instructions provided by Approda as to the nature of such material and the process by which it is introduced to the Platform.
5.8 Users further acknowledge that they are prohibited from making commercial use of the Services in any way.
5.9 Approda reserves the right to deny access to the Platform to any User that fails to abide by the usage instructions associated with any of the Services.
6. Cost of Services
6.1 The User acknowledges and agrees that Services may be purchased on a one-by-one basis or under a subscription arrangement, and that in order to make use of said Services, he/she/it must make payment in line with the prices indicated in the Prices Table displayed on the “Prices & Service” page: Approda reserves the right to modify such prices without consultation, in which event the provisions of Art. 3.6 above shall apply.
6.2 Once payment of the sum referred to in Art. 6.1, above, has been effected, the User may make use of the Services under the relevant terms and conditions for that purchase, the right to withdraw as defined in Art. 9.3 below remaining unaffected. If the User purchases a subscription that provides access to one or more Services for a defined period of time, at the end of that period the User will be asked, via an email sent to the address provided during registration, if he/she/it wishes to renew the subscription for said Services for an identical duration. In the event the User fails to agree to this renewal expressly within 15 days from the date on which the message is received and pay the relative cost (or else in the event the User expressly rejects the renewal), Approda will suspend the provision of the Service(s) involved. Services will also be suspended in the event the subscription expires, and remain suspended until such a time as the subscription is renewed (or otherwise until the deadline for renewal has passed, or until the date that the renewal is expressly rejected).
6.3 Approda guarantees that all information and data used for effecting payment will be handled with utmost confidentiality and will not, in any circumstances, be shared with third parties unless such action is required by law or ordered by the legal authorities. Approda further undertakes to guarantee the security of the use of payment data by employing adequate security systems and data encryption. In the event Approda learns of any non-authorised use of data that have been provided for purposes of effecting payment of the sums referred to in this Article 6, it will suspend the provision of any relative Services with immediate effect.
6.4 Once a User has effected payment, he/she/it will receive an email summarising the services purchased and associated terms and conditions.
7. User’s Obligations and Guarantees
7.1 The User hereby declares and guarantees that all information, data, documents and content supplied to Approda and made available on the Platform are complete, accurate, true and correct, and are not misleading.
7.2 The User further acknowledges and accepts that Approda will not undertake any process of verification in relation to data, documents and other content supplied by Users unless it proves necessary to do so in order to fulfil its obligations under law or under the orders of the legal authorities. As such, Approda may not be held responsible, in any way, for any errors or omissions in said information or content, nor for any direct or indirect damage that may result to Users or third parties (including individual users) through the use of such data, information, documents or other content.
7.3 As such, Users shall be held solely responsible for all information, data, documents and other content provided to Approda for the purposes of enabling delivery of the Services offered via the Platform, and for the accuracy, completeness and truthfulness of the same.
7.4 Approda does not acquire any intellectual property rights in relation to material provided to it for the purposes of delivering Services via the Platform. Without prejudice to the above provisions, the User hereby undertakes to make use of the Services solely for legitimate purposes that are consistent with the law, with customary practices and norms, and with regulations pertaining to due diligence. The User acknowledges, in particular, that it is prohibited to introduce, publish, disseminate (or to permit others to introduce, publish or disseminate) to or on the web space made available on the Platform for his/her/its use, any material:
(i) that is of an offensive, abusive, defamatory, slanderous, pornographic, vulgar, obscene or blasphemous nature, that constitutes child pornography, or that in any other way contravenes the principles of public order and public decency.
(ii) that causes a public nuisance, or offence or direct or indirect damage to any party, or that encourages third parties to undertake behaviour that is illicit or criminal in nature and, as such, liable to criminal prosecution or civil action.
(iii) that violates applicable laws, including, but not exclusive to, rulings regulating copyright and other intellectual property rights, and the Personal Data Protection Code.
(iv) that contains viruses or other software designed to damage, or interfere with, the correct running of the Service, generate an unreasonable level of activity that might overload the technological infrastructure of servers, intercept or appropriate operating systems or personal data or information, or compromise the confidentiality of electronic or telematic communications belonging to third parties, or cause such communications to be redirected, withheld or destroyed.
(v) that contains advertising, promotional materials or any other form of unrequested and undesired solicitation.
7.5 The User further acknowledges and agrees that the introduction of the following to the web space made available to him/her/it on the Platform is strictly prohibited:
(i) sensitive data, as defined by Art. 4(1)(d) of the Personal Data Protection Code;
(ii) personal data belonging to third parties or the intellectual property of third parties (including images/photographs) without the authorisation required for the publication/dissemination of said data or property.
7.6 The User guarantees that all information and content supplied to Approda, and published on the web space made available to him/her/it on the Platform, is original and of appropriate provenance, that he/she/it is the exclusive holder of all intellectual property rights or otherwise possesses all licences pertaining to said information and content, and that said information and content does not violate the rights of third parties in any way.
7.7 The User further acknowledges and accepts that all information, data, documents and other content such as branding, distinctive markings and copyrighted materials that are published on the Platform are, and remain, the exclusive property either of Approda, or of the party that has published them (or of any third party expressly identified as owner of the intellectual property involved). The User undertakes not to copy, reproduce, adapt, alter, modify, transcribe, duplicate, communicate, distribute or otherwise disseminate any material as may be protected by copyright without first obtaining the express permission of the party or parties that hold the relative intellectual property rights. The User is notified that any violation of these provisions is punishable pursuant to art. 171 ff. of Italian Law 633/1941 concerning copyright protections. Content that is protected by intellectual property rights may only be introduced to the aforementioned web space on the Platform provided the User has acquired the usage rights associated with said material from the rights holder and, as such, only with the written permission of the rights holder, and this with the obligation to cite the source of the material and the existence of said permission.
7.8 The User further acknowledges and agrees that Approda may, at any moment, and without warning, reject, refuse to accept on the Platform, bar usage of, remove, or block (by barring access to and/or deleting), any material considered inappropriate or in any other way in contravention of the provisions of these General Terms and Conditions, and that in doing so Approda will not incur any liability in respect to the User.
7.9 In addition to the foregoing conditions, the User undertakes, from this point forward, to indemnify Approda and hold it harmless for and against any action or claim brought by the User him-/her-/itself and/or by third parties, and for and against any cost or obligation that Approda might sustain in connection with, or consequent to, such actions and/or claims as are related to the performance of the Services and the publication and dissemination of information and content by the User and/or at the User’s request.
7.10 The User is required to exercise the utmost care in relation to the confidentiality of all information, data, documents and other content published on the platform. No such information, data, documents or content may be shared with third parties without the prior, written consent of the User that has introduced them to the Platform, nor may they be used for any commercial purpose of any nature.
8. Approda’s Intellectual Property Rights
8.1 The Services offered by Approda, and the content of the Platform, including the software used to deliver the Services (which includes programmes coded in HTML or any other language), text, graphics, images, icons, logos, photographs, copy (text), notifications and other materials are the exclusive property of Approda, or are otherwise held by Approda under an exclusive licence arrangement.
8.2 The use, printing, distribution, dissemination or electronic reproduction, in full or in part, of any of the contents of the Platform or Services for any alternative purpose, without the prior written consent of Approda, is expressly prohibited.
8.3 It is understood, in any case, that Users may not (nor allow third parties to) sub-license, rent, sell, distribute, circulate or make available, transform (even partially), decode, decompile, disassemble, modify or translate any of the software used by Approda in the provision of the Services, nor effect reverse-engineering and/or reproduce, copy or make use of said software, or parts thereof, in any way that is not specifically permitted by these General Terms and Conditions or by express provision of the law.
8.4 Furthermore, Users are not authorised to create derivative works from the aforementioned software, nor attempt, by any means, to identify the source code, or develop products or software applications that are based on said software or that make use of it. The User undertakes not to access the Services in any manner other than through the software interface provided by Approda.
8.5 The User further acknowledges and agrees that he/she/it bears full and exclusive responsibility for the acquisition of any form of content or data through the use of the Services, and that, as such, he/she/it is wholly and solely responsible for any damage to the system, or loss of data caused, even indirectly, by his/her/its use of the Services.
9. Withdrawal and Termination
9.1 The provisions established elsewhere in these General Terms and Conditions remaining unaffected, the User may withdraw from the contract defined by these same General Terms and Conditions, communicating this decision in an email sent to email@example.com. Such a withdrawal takes effect once five days have elapsed from the emission of the aforementioned email. In the event that a User withdraws from the contract, Approda shall delete the User’s Project and personal profile from the Platform, and end the provision of Services to that User.
9.2 Pursuant to Art. 1456 of the Italian Civil Code, Approda may terminate the contract with any User at any moment, communicating this decision in an email sent to the most recent email address provided by the User, in the event the User fails to fulfil the provisions and obligations conferred by the following Articles: (a) 4.4 (concerning the supply of personal data belonging to a third party without the consent of that party); (b) 5.6 (concerning the uploading of copyright-protected works to the Internet); (c) 7 (User’s Obligations and Guarantees); (d) 8 (Approda’s Intellectual Property Rights).
9.3 With the provisions established elsewhere in these General Terms and Conditions remaining unaffected, any User that has subscribed to a Service but has not yet made use of it may withdraw from the contract defined by these General Terms and Conditions, without the requirement to provide an explanation and without incurring any penalties, by communicating this decision, in an email to firstname.lastname@example.org within 14 (fourteen) days of the subscription coming into effect.
9.4 On the understanding that provision of the Service commences with the start of the subscription, if the User exercises the right to withdraw within a period of 14 days from the start of said subscription, he/she/it will remain liable for payment of Services received up to that point, by which is understood a pro rata portion of the price agreed for the original subscription term. The User will lose his/her/its right to withdraw, however, in the event that the agreed Service is provided in full within the 14 days following the beginning of the subscription.
9.5 In the event that the User exercises the right to withdraw, Approda shall undertake to refund any monies due to the User, in line with the provisions in Art. 9.4 above. Such monies will be refunded using the same payment method used by the User to pay for the subscription.
9.6 The foregoing provisions remaining unaffected, any decision to withdraw will take effect immediately following delivery of the email communicating the decision, resulting in the immediate interruption of any related Services.
10.1 Approda undertakes to request and process only those data that are strictly required for the provision of the Services via the Platform, and for the purposes described in these General Terms and Conditions.
11. Choice of Law and Selection of Forum
11.1 These General Terms and Conditions are regulated by Italian Law.
11. The Parties agree that any dispute arising in relation to these General Terms and Conditions, including any dispute in regard to their validity, execution, interpretation or termination, shall be referred exclusively to the Court of Bolzano.
12. General Provisions i
12.1 In the event that one or more of the clauses of these General Terms and Conditions is found to be unenforceable, this will not invalidate the remaining provisions.
12.2 During the execution of these General Terms and Conditions, tolerance by either party of behaviour that does not conform to the provisions therein contained does not imply that said party has renounced any of its relative rights.