Terms & Conditions

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.

1. Definitions

For the purposes of these Terms of Service, the following shall mean:

1. "Order Receiver" means the bank, the SIM, the EU investment firm, the third country firm other than a bank and, with reference to orders concerning shares or units of UCITS, the relevant managers, or the entity (generally, a bank) with which the unavailable account intended for the Offer must be opened to allow payment by the Investors of their investment, hereinafter, for the sake of clarity, also referred to as the "Depositary Bank";
2. "Offeror(s)": the entities referred to in article 2 paragraph 1 letter c), numbers 1 to 4) of the Regulations, i.e: 
3. an undertaking for collective investment ("UCITS") that invests predominantly in innovative start-ups and innovative SMEs, as defined by Article 1(2)(e) of the Decree of the Ministry of Economy and Finance of 30 January 2014
4. the innovative start-up company, including the start-up with a social vocation, as defined in Article 25, paragraphs 2 and 4, of the Decree and the start-up tourism provided for in Article 11-bis of Law Decree No. 83 of 31 May 2014, converted with amendments by Law No. 106 of 29 July 2014; 
5. an innovative small and medium-sized enterprise ("innovative SME"), as defined in Article 4(1) of Decree-Law No. 3 of 24 January 2015, converted with amendments by Law No. 33 of 24 March 2015; 
6. an SME, small and medium-sized enterprise, as defined "by Article 2(1)(f), first line, of Regulation (EU) No 2017/1129 of 14 June 2017;
7. corporations investing predominantly in innovative start-ups and innovative SMEs, as defined in Article 1, paragraph 2, letter f) of the Decree of the Ministry of Economy and Finance of 30 January 2014.

3. "Issue Limits": with reference to bonds or debt securities, the objective and subjective limits imposed by Article 2412 of the Italian Civil Code for the issue of bonds by S.p.A. and by Article 2483 of the Italian Civil Code for the issue of debt securities by S.r.l., as well as any further limits imposed by the applicable special law;
4. "Certified Incubator(s)" means a corporation, also incorporated as a cooperative, incorporated under the laws of Italy or a European company, resident in Italy, which offers services to support the creation 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 signed up 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 Regulation;
7. "Professional Investor(s)": the private professional clients as of right and the private professional clients on request, identified in Annex 3, respectively points I and II, of the Consob Regulation on intermediaries, adopted by resolution no. 16190 of 29 October 2007 and subsequent amendments, as well as the public professional clients as of right and the public professional clients on request identified respectively by articles 2 and 3 of Ministerial Decree no. 236 of 11 November 2011 issued by the Ministry of Economy and Finance;
8. "Non-Professional Investor(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 of registration and transfer of the units governed by Article 100-ter, paragraph 2-bis, of the TUF;
12. "Equity Crowdfunding Service": a service for the collection of risk capital from Offerors provided by the Manager through the Equity Section of the Portal in accordance with the TUF and the Regulation;
13. "Debt Crowdfunding Service": service for the collection of debt capital by the Offerors provided by the Manager through the Debt Section of the Portal, pursuant to the TUF and the Regulation;
14. "Crowdfunding Service": 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": 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

2. Modification of Terms of Service

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.

3. Use, registration, subscription

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.

The authentication process is part of the normal security and authentication procedures and is intended to protect the security of Users and ensure that the User is actually 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 in conjunction with your password to access the Registered Users section and/or the Crowdfunding Service you have subscribed to. Information on the processing of personal data is set out in the Privacy Policy. In the event that the User does not complete the registration or subscription process to the Crowdfunding Service after providing the email address and/or other data required for activation, the User may receive a limited number of communications inviting him/her to complete the registration process.

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..

4. Description of the Crowdfunding Service

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.

5. Regulations for Offerors

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:

1. date and place of incorporation of the company, name and address of the notary public
2. head office and any branch offices
3. corporate purpose;
4. brief description of the activity carried out, including research and development activity and expenses, if any;
5. list of shareholders, including any trust companies;
6. list of subsidiaries, if any;
7. any shareholders' agreements;
8. indication of the educational qualifications and professional experience of the partners and of the personnel working in the company, excluding any sensitive data;
9. indication of the existence of any professional, collaborative or commercial relationships with certified incubators, institutional and professional investors, universities and research centres;
10. the latest filed balance sheet;
11. list of industrial and intellectual property rights.

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:

1. the general terms and conditions of the offer, including the indication of the addressees, of any clauses regarding the effectiveness and revocability of the adhesions
2. information on the portion, if any, already subscribed by Professional Investors or by banking foundations or by Certified Incubators; of innovative start-ups;
3. the description of the method of calculation of the quota reserved for Professional Investors or banking foundations or Certified Incubators;
4. the terms and conditions for the payment and allocation/delivery of the financial instruments subscribed by the Investors;
5. any information on conflicts of interest in connection with the offer;
6. Indication of any costs or commissions charged to the investor, including any expenses for the subsequent transmission of orders to banks and investment firms;
7. indication of any consideration, expense or charge borne by the subscriber in relation to any alternative share transfer regime provided for in Article 100-ter, paragraph 2-bis, of the TUF
8. any information on the publication of offers with the same object on other portals

Finally, the Offerors undertake to:

1. to open an account for the Offer with the Depositary Bank;
2. to resolve (in the event that the Offeror is not an UCITS) an 'increase in share capital to service the Offers
3. to include in the company's by-laws, for a period of at least three years from the conclusion of the offer, the right to withdraw from the company or the right to co-sell its shareholdings as well as the related terms and conditions of exercise in the event that the controlling shareholders, subsequent to the offer, transfer control to third parties, in favour of Non-Professional Investors or banking foundations or Certified Incubators
4. to guarantee, free of charge, to all investors the right to withdraw their subscription if, between the time of subscription to the offer and the time it is definitively closed or the time the financial instruments are delivered, a significant new event occurs or a material error or inaccuracy is detected in the information displayed on the portal which is likely to influence the investment decision. The right of withdrawal may be exercised within seven days from the date on which the new information was brought to the attention of investors;
5. to ensure, free of charge, the exercise of the right of withdrawal by non-professional investors within seven days from the date of the order;
6. to have 5% of its capital subscribed, prior to the completion of the offer on the Portal, by Professional Investors or by banking foundations or Certified Incubators (a percentage reduced to 3% for offers made by small and medium-sized companies in possession of certification of their financial statements and consolidated financial statements, if any, relating to the last two financial years preceding the offer, drawn up by an auditor or by an auditing company registered in the register of auditors);
7. not to distribute profits as long as the status of "innovative start-up" lasts

6. Discipline for investors

1. Migliora S.r.l. provides investors, in summary and comprehensible form, including through the use of multimedia techniques, information relating to investment in financial instruments through the Portal, concerning
2. the risk of loss of the invested capital
3. the risk of illiquidity;
4. The prohibition of the distribution of profits in the event that the Offeror is a company belonging to the category of innovative start-ups;
5. The tax treatment of the investments, the temporary nature of the benefits and their forfeiture in the case of innovative start-ups and innovative SMEs

(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:

• non-professional investors who have a portfolio value of financial instruments referred to in the TUF, including money deposits, in excess of two hundred and fifty thousand euro
• non-professional investors who undertake to invest at least one hundred thousand euro in an Offer, and who declare in writing, in a document separate from the contract to be concluded for the commitment to invest, that they are aware of the risks connected with the commitment or the investment envisaged
• non-professional investors who make the investment as part of the provision of portfolio management or investment advisory services;

5. derogations from company law provided for in Article 26 of the Decree and from bankruptcy law provided for in Article 31 of the Decree;
6. the contents of the business plan and the regulations or articles of association of a UCITS;
7. the right of withdrawal, pursuant to Article 13, paragraph 5 of the Consob Regulation and the related procedures of Migliora S.r.l., without prejudice to the provisions of Article 13, paragraph 5-quinquies and Article 24, paragraph 2-quater of the Consob Regulation, ensures that only investors other than professional investors or other categories of investors indicated in Article 24, paragraph 2 of the Consob Regulation who have made certain declarations, as further specified below, may access the sections of the Portal in which it is possible to adhere to the individual Offers.
8. To this end, Migliora S.r.l., has provided that to make an investment it is necessary to complete a registration form on the Portal. This form allows to divide retail investors and professional investors, as well as to distinguish between retail investors and individuals from companies.
9. For retail investors, it will not be possible to be authorised to invest unless the following declarations have been made:

1. the user declares to have read the investor education information provided for in Article 14, paragraph 1, letter k), published on the CONSOB website;
2. the user declares to have read the information contained in the "INVESTMENT" Menu and in particular the information indicated in paragraph 1 of Article 15 of the Regulation;
3. the user declares that he/she is able to financially support the eventual entire loss of the investment he/she intends to make
4. In a graphical form to be defined, opportunities will be offered for each application to go into more detail with a link to the specific content covered by the application. If the above statements are not affirmative, the user will not be able to access the page that allows you to make the investment.
5. Migliora S.r.l. provides on its website, accessible to all even without registration, a special section in which will be reported the relevant legislation and all the information required by Article 15 of Consob regulation.

7. Terms and Conditions Directa SIM

With regard to the investment flow, the following actions are planned:

• The user, after logging in as an investor, accesses a campaign in the collection phase and, after entering the value that he intends to invest, must decide how to conclude the investment action (in ordinary or alternative regime if enabled on the campaign). In both cases the user displays a simulator that shows amounts, shares sold, nominal value and tax incentive obtained.

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:

• for S.r.l. a value between a minimum and a maximum allowed, at its discretion;
• for S.p.A. a value between a minimum and a maximum allowed and a multiple of the value of the single share;
• will have to accept a series of flags relating to the investment conditions;
• after displaying the summary of the investment data and the indications on the procedure for depositing the money, you will be able to confirm the operation
• .

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".

8. Copyright

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.

9. Payments

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.

10. Limitations of liability

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.

11. Interruption, deactivation and termination

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.

12. Privacy

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 privacy policy is to be considered an integral and substantial part of these Terms and Conditions and is accessible in the section Privacy Policy of the Portal.

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..

13. Cookie

The correct functioning of the Portal requires the use of cookies. Cookies are used to obtain information on the terminals, the operating system, the IP address, the type of browser in use and to collect information in aggregate or punctual form. They are used to offer the User a better browsing experience, to allow the use of specific functions of the site and to carry out User profiling. For further information see the cookie policy, in which, in addition to a detailed description of the cookies used, you can deactivate specific types of cookies and refuse their use.

14. Applicable legislation and disputes

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:

1. The Parties shall first attempt to reach an amicable solution among themselves. To this end, the Party concerned shall send the other Party a written invitation to meet within a period of 15 days, proposing no less than three alternative dates on working days and at working hours, in order to try to resolve the dispute between them amicably, without the intervention of third parties. ("Amicable Invitation" and "Amicable Procedure"). The Amended Invitation shall contain a description of the grounds for the grievance. The Party receiving the Interim Invitation shall reply within 15 days at the latest, stating the date of the meeting from among those proposed by the Party concerned and the arguments on which its reasons are based. At the meeting, the Parties shall draw up specific minutes in which they shall acknowledge the amicable agreement reached or, vice versa, the failure to reach an amicable agreement ("Amicable Agreement");
2. In the event of failure to reach an amicable agreement during the amicable procedure, the Party concerned may initiate a mediation procedure pursuant to Legislative Decree no. 28 of 2010, as amended by Law no. 98 of 9 August 2013, converting with amendments Law Decree no. 69/2013 ("Mediation Procedure"). The mediation procedure is a condition for the admissibility of the legal claim and must be initiated at mediation bodies present in the place where the judge territorially competent for the possible legal dispute is located.
3. If the Mediation Procedure ends without an agreement or the conditions provided for by Legislative Decree No. 28 of 2010, as amended by Law No. 98 of 9 August 2013, converting with amendments Legislative Decree No. 69/2013, are met, the Party concerned may proceed with the initiation of judicial proceedings ("Judicial Proceedings"). The Court of Milan shall have exclusive jurisdiction over any dispute concerning the validity, interpretation and/or execution of the agreement between the Parties, with the exception of cases in which the User of the Portal may be defined as a consumer pursuant to Legislative Decree No. 206 of 2005.

Latest update 22nd February 2021