Nutzungsbedingungen

1. General Provisions

Konsento AG with its registered office in Zurich (hereinafter referred to as «Konsento») operates a digital investment management platform on which all legally relevant as well as administrative tasks in the relationship between unlisted companies (in particular corporations and cooperatives, hereinafter referred to as «issuer») and shareholders (hereinafter referred to as «shareholders»; issuer and shareholders are jointly referred to as «users») can be performed. In addition, further electronic and analogue services can be obtained via the Platform, which represent added value for the management of shareholders or investments and memberships in non-listed companies. And finally, the platform is also intended to bring together companies and new shareholders. In the case of public limited companies, this is done in particular within the framework of capital increases and in the case of cooperatives by issuing and redeeming share certificates. 

The Konsento Platform aims to create added value, especially through digitization. However, since not all shareholders have full affinity for digital processes yet, the Konsento Platform is designed in such a way that shareholder rights can also be exercised in analog form. 

An issuer in which a shareholder has a stake would like to use the Konsento ecosystem and digitise its tasks relating to the shareholder. This also gives the shareholder access to the Konsento platform. 

In consideration of the assurances contained in these terms of use and with the intention of being legally bound by them, the user agrees to the following:

2. Scope and Structure of the Contractual Relationship

2.1 Scope of Application

This User Agreement shall apply bilaterally between Konsento and the individual user of the Platform (collectively hereinafter referred to as «the Parties»), i.e. bilaterally between Konsento and the Issuer and bilaterally between Konsento and the individual shareholder. Provisions that are only applicable to issuers do not apply to shareholders, and vice versa.

The present user agreement regulates the business relationship between Konsento and the user, in particular the access to and use of the platform, the delivery of all other services and/or performances as well as the remuneration of the users to Konsento.

The offer is generally directed at customers in Switzerland and is not actively offered in Europe. 

2.2 Structure of the Contractual Relationship

The contractual relationship between the user and Konsento consists of this user agreement, any service sheets of the purchased services and the orders of the purchased services. Service sheets and orders represent an integral part of the contractual relationship. 

The basic services of the platform consist of investor relations management and are regulated in the service sheet of the same name. Services listed there are provided free of charge to all users of the Platform or are paid for by the Issuer. 

All services that are subject to a charge for the user are defined in separate service sheets and transparently displayed to the user before they are purchased. 

3. Confidentiality Statement

3.1 Introduction

In order to enable users to access the platform and to manage the relationship between the issuer and the shareholders, Konsento will gain knowledge of confidential information, in particular personal data of the issuer’s shareholders as well as any business-relevant information of the issuer itself. Konsento, its employees as well as all persons acting on behalf of Konsento undertake to treat such information in accordance with the applicable legal provisions, in particular the Swiss Criminal Code, the Data Protection Act and the FINMA guidance principles, and with due care.

3.2 Confidentiality 

«Confidential information» in the sense of this confidentiality agreement is all information, documents, records and data which the user provides to Konsento, which the user uploads to the Konsento Platform or which Konsento obtains knowledge of in connection with the provision of the services. Konsento commits itself to keep this information secret and to use it exclusively in connection with the provision of the services for the user. 

The present confidentiality declaration also applies to information that was exchanged or made accessible prior to the conclusion of the terms of use. In case of doubt Konsento will treat the information as confidential. 

3.3 Employees and other Persons Acting on behalf of Konsento

Konsento commits itself towards the user to contractually bind the obligation of secrecy also towards employees of Konsento and other persons acting on behalf of Konsento and to periodically check their compliance within the scope of what is reasonable and possible. 

3.4 Exceptions 

Information is not considered confidential if: 

• the receiving Party is already lawfully and fully aware of such information at the time of receipt from the other Party; or 
• it was  known to the public or were generally accessible to the public before the notification, or 
• the other Party or a third party to whom the other Party has disclosed information in accordance with this Agreement is required by law or governmental request to disclose information. In this case, the respective party shall immediately notify the other party in writing. 

The purpose of the Konsento Platform is the perception and fulfillment of tasks of the Issuer towards its shareholders which are relevant under company law and otherwise. Disclosures in the internal relationship between the Issuer and its present and future shareholders are not affected by this confidentiality agreement. 

3.5 Duration 

This confidentiality agreement is concluded for an indefinite period. It is irrevocable and not subject to the statute of limitations. It shall remain in force even after termination of the service relationship.

3.6 Privacy Policy

Otherwise, the Konsento privacy policy applies, which can be accessed via the website https://konsento.ch. 

4. Services

Konsento’s services consist of the operation of a digital investment management platform, which is designed to make the legal relationship between the issuer and its shareholders more efficient, transparent and user-friendly. The functions and services consist of the core application for investor relations management and a marketplace for equity and investors as well as for advisors and software, which represent added value for the issuer in fulfilling tasks and/or obligations towards the shareholders and/or added value for the shareholder with regard to his investment. 

The following overview provides a rough description of the functions and services of the platform. However, the performance of the services through Konsento vis-à-vis the individual User is governed by the service specifications of the individual services and their order by the Users. The service specifications and order form an integral part of this user agreement.   

4.1 Investor Relations Management

Konsento provides the user with software with business logic for use, in which information, tasks and processes can be stored, processed, performed and handled in relation to the issuer’s shareholders («Investor Relations Management»). Investor Relations Management is grouped into service packages and includes the following functions and services, which can be combined with each other: 

1. Data management, register management and template library
2. Communication module
3. Meeting and voting module
4. Document Management
5. Co-Investment Syndicates

4.2 Marketplace

The marketplace comprises the mediation and technical integration of case-related and application-related consulting services as well as of software which represents added value for the issuer in the fulfilment of tasks and/or obligations towards the shareholders and/or added value for the shareholder with regard to his participation. Marketplace services can be obtained individually by the Issuer or by shareholders, depending on the application. 

The individual service descriptions  and orders are decisive. 

For the rest, reference is made to Konsento’s data protection declaration. 

4.4 Availability of Services

Konsento maintains computer equipment and service to ensure the highest level of service, 24 hours a day, 365 days a year. However, availability at any time is not explicitly guaranteed. Especially for technical reasons, e.g. necessary maintenance or repair work, it is possible that some or all functions may not be available during this time.

4.5 Right to Use the Platform 

Konsento grants the user the right to use the platform in accordance with these conditions and the services used.

The platform usage right begins with the full payment of any fees or acceptance of this usage agreement by the issuer or by the shareholder and ends with the termination by the user.

The right to use the platform shall only include the proper and intended use of the platform, which is defined in this agreement. The Issuer is not entitled to edit, decode or pass on the Platform or any of the Services to third parties.

4.6 Changes to Services 

The Parties are aware that during the term of the Agreement, changes to the Services may be necessary for technical or other reasons. Konsento may make changes without the prior consent of the User, as long as these changes do not affect the general functionality of the Services or the level of data protection and confidentiality of the platform. In particular, Konsento will obtain prior consent of Issuers in case of server hosting outside of Switzerland. 

The parties may at any time propose changes to the services specified in these terms and conditions, but such proposals shall not be binding. Konsento and its agents and suppliers have the right to make changes at their sole discretion, provided that the general functionality of the Services remains intact.

5. Third Party Services and Websites 

In order to provide its own services to the user, Konsento may obtain applications, software and services from third parties and make them available to the user directly or indirectly. 

Insofar as a direct legal relationship between the third party and the user is thereby created or data of the user is disclosed to the third party, Konsento will disclose this transparently and explicitly in the service sheets of the individual services. In particular, Konsento shows whether and, if so, which data is disclosed to the third party. 

Konsento may provide third party content, search results, or links to other websites or resources. Because Konsento has no control over such sites and resources, the user  acknowledges and agrees that Konsento is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or legally liable for any content, advertising, products, or other materials on or available from such sites or resources. User further acknowledges and agrees that Konsento shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such sites or resources.

6. Copyright

6.1 General Information

Konsento owns the copyright and all intellectual property rights to the content published by Konsento on the website or has acquired a corresponding license to publish such content on the website. 

6.2 Issuer

The Issuer retains the copyright and all intellectual property rights to any content of the Issuer stored on, transmitted via or linked from the Issuer Dashboard.

The Issuer grants Konsento a worldwide, non-exclusive, royalty-free, perpetual license for content that is intended for disclosure to other users of the Platform and/or the public, and which they make available to Konsento for this purpose, to use and publish such content in connection with the Website. The Issuer declares that the provision of such Content to Konsento does not infringe any rights of third parties and that the use of such Content by Konsento in connection with the Website does not infringe any rights of third parties.

The Issuer grants Konsento a worldwide, non-exclusive, royalty-free, perpetual license to use its trade names and trademarks for marketing the Website, in particular by reference to the use of the Website and the Services by the Issuer until the user agreement is terminated.

Konsento allows the Issuer to pass on content from the Website for non-commercial purposes, provided that the Issuer refers to the Website when passing on such content, with the exception that the Issuer may not pass on or make publicly available any content from the Website that is reserved for registered users.

The Issuer may not distribute any Content (including, without limitation, Content collected through spiders, crawling or other processing of the Website) provided on, from, to or through the Website and the Services for commercial purposes without Konsento’s prior written consent.

Issuers who believe that providing content on the Website infringes copyright or other intellectual property rights may contact Konsento at any time at hello@konsento.ch and request Konsento to remove such content from the Website.

7. Onboarding

7.1 General Information

To use the platform, the user must complete the registration process. 

After successful completion of the registration Konsento grants the user access to the platform within the scope of the services ordered and obtained by him. 

7.2 Issuer

The issuer can either display existing shareholdings and shareholder relationships on the platform, enter existing shareholders, register new shareholders or carry out a capital increase (AG) or issue new share certificates (cooperative).

Konsento offers optional services that support the issuer’s registration process and in particular automates the registration of a large number of existing shareholders. 

In the case of an AG as issuer, shares issued in the form of a share certificate or share deed can be represented as their digital twin or book-entry securities can be kept in the book-entry securities register. In the case of book-entry rights, Konsento provides the Issuer with an electronic book-entry rights register only in the sense of Software as a Service, which is maintained by the Issuer on its own responsibility. Konsento shall in no case hold shares and other securities for the Issuer nor shall Konsento keep the register of dematerialised securities. 

In the case of a cooperative as issuer, Konsento makes available to the latter an electronic directory of cooperative members in the sense of Software as a Service, which is maintained by the cooperative. 

7.3 Shareholders

The shareholder dashboard contains a user profile with personal information such as name, address, email address, date of birth, proof of identity and residence, etc. as well as the investor profile. For legal reasons, this information is collected for the issuer in which the shareholder has an interest and/or for Konsento. 

The shareholder undertakes to complete this information completely and truthfully and to keep it up to date. In the event of incorrect information or information that is incomplete despite reminders from the issuer and/or account, the user can be excluded from the platform. 

7.4 Identification of Users

The user’s identity is verified during the onboarding process in order to meet legal requirements for issuers and to reduce the risk of fraud. The user undertakes to fill in this information completely and truthfully and to keep it up to date. In the event of incorrect information or information that is incomplete despite reminders, the User may be excluded from the platform. 

It is the responsibility of the issuer to verify the information provided by the respective shareholder with reasonable effort. The Issuer understands and acknowledges that Konsento cannot be held liable for false or misleading information provided by a shareholder.

8. Warranty

Konsento guarantees the user:

• a) that the services comply with the specifications set out herein;
• b) that Konsento will use reasonable care and skill in the provision of the services and that any development of the services must be completed within a reasonable time;
• c) that Konsento makes every effort to maintain the availability and accessibility of the platform at all times or to restore it as quickly as possible and at the latest within 48 hours in case of an outage. 
• d) that Konsento has the necessary licenses and rights to provide the services and that the use by the user is not the subject or cause of claims for infringement of property rights of third parties.
• e) that the platform is free of viruses and other impurities and that Konsento guarantees for this purpose that it uses state-of-the-art and up-to-date virus protection.
• f) that Konsento makes all reasonable and state-of-the-art efforts to prevent illegal access to the Konsento platform and its databases by unauthorized third parties and to prevent access to information, data and passwords of the users. 

Konsento undertakes to inform issuer of any breach of its security within 24 hours of getting knowledge of this breach

Except as expressly set forth in these terms and conditions, Konsento disclaims all other representations or warranties, express or implied, including but not limited to implied warranties or conditions of merchantability, fitness for a particular purpose, title or non-infringement.

9. Duties of the User

9.1 Responsibility for Use and Safety

By using the service, the user agrees to

• a) maintain and protect the security of your user data (user name and password) 
• b) take full responsibility for all use of the Dashboard and all actions taken using the Dashboard; and 
• c) that all information provided about the user during registration or afterwards is correct, up-to-date and complete.

The user or persons acting on their behalf are responsible for their user account and password(s). They must therefore never pass on their passwords to other persons. If user names and passwords have been given to another person, it is strongly recommended to change the password. 

The user is responsible for the proper and permitted use of the services.

10. Fees and Payments

10.1 Fees and Charges 

The fees for Konsento’s functions and services are based on the current version of the price list published on Konsento’s website. Chargeable services are explicitly marked as such, regulated in separate service sheets and/or directly on the Konsento platform, made available to the user upon his order and invoiced. A distinction is made between paid services for issuers and those for shareholders. 

The fees are deemed to include all taxes and duties payable by the Issuer in connection with the Agreement (excluding VAT, if applicable).

For purchased services, the User may access and use Konsento’s Services on a paid basis as specified in the order confirmation. Konsento does not grant refunds for fees already paid for purchased services, nor does Konsento settle fees in case of a downgrade, except at Konsento’s sole discretion.

10.2 Invoicing and Payment for Issuers

All invoices will be sent to the postal address or e-mail address provided by the Issuer in the agreement. The Issuer shall pay each invoice duly issued under the Agreement within 30 (thirty) calendar days of receipt of the invoice.

11. Data Security and Data Protection 

The parties undertake to take all economically reasonable and technically and organizationally possible measures to ensure that the data collected in the course of the execution of the contract is effectively protected against unauthorized access by third parties.

Konsento will establish and maintain appropriate processes and procedures to protect the security and integrity of users› personal information, including 

(a) ensure the security and confidentiality of such personal data 

(b) protect against threats or risks to the security or integrity of such personal data; and 

(c) prevent unauthorised access to or use of such personal data.

For further information on data protection, please refer to Konsento’s data protection declaration at https://konsento.ch. 

12. Limitation of Liability and Indemnification

To the fullest extent permitted by applicable law, Konsento and all employees, persons and affiliates acting on behalf of Konsento disclaim any and all liability for any direct, indirect, consequential or special loss or damage of any kind arising out of or in connection with the access and use of the Services, including any permitted or unauthorized use of accounts by third parties or any reliance on any content provided on the Website, including but not limited to investment proposals and/or offering circulars (offering circulars) of entrepreneurs, or stored, transmitted through or linked to the Konsento Platform.

Users shall indemnify Konsento and all employees, persons and associated companies acting on behalf of Konsento against any damages resulting from their access and use of the services. In particular, Users shall indemnify Konsento and all employees, persons and associated companies acting on behalf of Konsento and hold Konsento harmless and exempt it from any claims (including legal and attorney’s fees) of third parties in connection with their access and use of the Services, including authorized or unauthorized use of accounts by third parties.

Konsento makes reasonable efforts to obtain information from sources Konsento believes to be reliable. However, Konsento does not endorse, support, represent, or warrant the accuracy, completeness, or reliability of any content, information, opinions, or forecasts provided by users on the Site.

Konsento provides the Services and all content thereon for informational purposes only, without warranties of any kind, express or implied. The investment in equity securities carries a significant risk of partial or total loss of capital as well as a liquidity risk. The information presented on the Konsento Platform does not constitute a solicitation, investment offer or advice and does not establish a legal relationship with Konsento AG beyond the use of the platform, such as a mandate for investment advice or asset management. Konsento AG does not provide financial advice and does not make any investment recommendations. Investors are recommended to evaluate all information about a potential investment company with financial, tax and legal advisors.

Konsento does not warrant the uninterrupted and/or error-free availability and/or accessibility of the services, in particular of the website, the Issuer Dashboard and/or the Investor Dashboard, nor the continuous availability of the information once provided there at any time.

Konsento reserves the right to temporarily or permanently, partially or completely block or terminate a user account at any time and without prior notice in the following cases 

1. governmental order
2. reasonable suspicion of illegal and unlawful use of the Konsento Platform 
3. violation of this user agreement
4. Delay of payment of more than 90 days for chargeable services on the Konsento Platform. 

 Konsento excludes any liability for the loss of content, in particular of user content, as well as for other losses, lost profits or other damages that may arise in connection with the blocking or deletion of an account.

The Services may contain advertising or similar content, and Users shall have no claim against Konsento for the placement of advertising or similar content, including, without limitation, on the Website or in connection with the display of such content.

The website may contain links to other websites. Konsento is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored or reviewed for accuracy or completeness.

13. Duration and Termination

13.1 Duration 

This User Agreement shall enter into force upon completion of the User’s registration, and shall remain in force indefinitely until terminated as set out below. 

13.2 Termination

This Agreement may be terminated by either Party by giving one month’s written notice to the end of the following month. Purchased services must be compensated for the entire agreed term.

13.3 Downgrade

The User may choose to downgrade their plan at any time without notice.

14. Miscellaneous

14.1 Notifications

All notifications are made in writing (email is sufficient)

14.2 Customer Support

Konsento provides users with a user manual, FAQ, a ticketing system and support via e-mail. The processing time is based on best practice and should not exceed 24 hours until a first answer is received. 

14.3 Integral Parts of the Agreement

The performance sheets with detailed descriptions of functions and services as well as the Issuer’s orders constitute integral parts of this agreement. 

14.4 Assignment

The Agreement or individual rights and obligations arising from it may only be assigned or transferred to third parties with the prior written consent of the other party.

14.5 Changes, Adjustments, Additions and Waivers

Any unilateral changes, adaptations or additions to this agreement or its provisions made by the user or the waiver thereof shall not be binding on Konsento. At no time shall failure or delay by either party in enforcing any provision, exercising any right, or requiring performance of any provision be construed as a waiver thereof.

14.6 Applicable Law

This Agreement shall be governed by Swiss law.
Place of jurisdiction is Zurich, Switzerland. 

Konsento AG, March 2022