DISCLAIMER

1. Definitions

The terms set out below shall have the following meaning when used under the “Conditions of use”, with the specification that the terms and the expressions defined in the plural form also apply to the singular form and viceversa:

“Privacy Code” refers to the current Legislative Decree about personal data protection and its successive modifications and/or integrations.

“Portal”: refers to the web portal of the “Company Trading Investments LTD” accessible through the website www.companytradinginvestmentsltd.co.uk

“Company Trading Investments LTD” refers to “Company Trading Investments LTD” enterprise, with registered and operative office in Flat 21 Pinnacle Apartments, 11 Saffron Central Square CRO 2GE - Croydon – U.K., including its employees, collaborators, representatives and its subsidiaries with their respective employees, collaborators and representatives.

“Services”: means all the services made available on the portal, and without limitation they include those which allow the promoters on the initiative to download or upload materials, audio video contents, data or documents, as well as to use all the functions, devices, applications, information or other services available through the website.

“Promoter of the Initiative” refers to any person, company or institution acting for purposes related to its own professional, entrepreneurial or commercial activity, or craft who has registered on the portal as such and has accepted the terms of use.

“Property rights”: patent rights, copyright, trademark rights, designs and models rights, industrial and trade secrets, know-how, and all the other industrial and/or intellectual rights, in all the countries around the world.

2. The service

“Company Trading Investments LTD” is an internet portal aimed to create an on-line market place which is able to help on one hand the private equity investors to select sectors and companies of interest and to find all the necessary information to evaluate the enterprise quickly and in depth,
and on the other hand it allows unquoted companies to foster their growth through the publication of information related to their own activity, favoring the direct contact with investors interested in their business development also through the provision of private equity and other relates and instrumental services.

The portal of the “Company Trading Investments LTD” allows right now in its testing phase the Promoters of the Initiative to upload data, information, documents, software, textual or multimedial content or other material to a virtual space. This uploaded material has been sent by the Promoter of the Initiative to the “Company Trading Investments LTD” through any means (by “uploading” or “posting”, by E-mail, Internet; World Wide Web, MMS, SMS wap or otherwise) and its content is related to a project, a procedure, an entrepreneurial or commercial activity or to a company.

The Service enables the “Company Trading Investments LTD” or its consultants and experts to display and/or to download the material placed by the Promoters of the Initiative.

In this respect the Promoters of the Initiative acknowledge and accept that the material uploaded/placed by them will be made available in this first testing phase to the “Company Trading Investments LTD”, to its partners of the initiative and to specific private investors, precisely identified and authorized to access the site by the “Company Trading Investments LTD”, for the exclusive purpose of testing the operativity and the efficiency of the Promoter of the Initiative themselves. Then in the future the placed material will be made available also to the public according to appropriate modalities to ensure the agreed privacy level and previous agreement with the Promoter of the Initiative in accordance with the following article 3.

The Promoters of the Initiative also take note that for the proper functioning of the portal the “Company Trading Investments LTD” will be able to reproduce the material placed and, when necessary, can adapt its format.

The Promoters of the Initiative also take note that for the proper functioning of the portal it shall be prohibited for the Promoters of the Initiative to make any other commercial use of the Service and/or to insert advertising information of any kind through the “Banner Service”.

Therefore the Promoters of the Initiative will not be allowed to use the service to promote the sale of products or services or to increase the number of visitors of their own website.

Furthermore the Promoters of the Initiative take note and accept that is expressly prohibited to upload or to exchange copies of the works protected by the current copyright laws, including the law in force governing the subject, without a proper authorization from the authors.

The reproduction and the provision (also by file-sharing) of works protected by copyright without the authorization by the right holder is prohibited and the above-mentioned violations are subject to the sanctions of the law, also the penal ones.

3. Acceptance of the Terms of Use and their amendments

This agreement lays down the terms and the conditions applicable to access and use of the Portal by the Promoter of the Initiative. The Promoter of the Initiative will have to register on the Portal in order to use the Services offered by it. Through the registration on the Portal, which must be carried out in accordance with the following provisions, the Promoter of the Initiative declares to have read and understood the Terms of Use and to expressly accept them, in accordance and by the effects of the provisions of the current articles of the Code. The Promoter of the Initiative by registering on the Portal expressely accepts in particular the following articles: art. 3 (Acceptance of the Terms of Use and their amendments); art. 5 (Warranty and liability); art. 8 (“Company Trading Investments LTD” activity); art. 9 (Idemnification); art. 10  (Termination of the relationship with the “Company Trading Investments LTD”); art. 12 (Applicable law and court of jurisdiction for disputes).

Through the registration on the Portal, the Promoter of the Initiative also declares to have the ability to be bound by it or, if acting of the behalf of another Company or Institution, to have the power of representation and the power of bind this Company or Institution.

You may print or save a local copy of this contract for records.  

The “Company Trading Investments LTD” may modify these Term of Use and each Promoter of the Initiative will be informed from time to time about such amendments by means of a prominent notice to the “Company Trading Investments LTD” Portal and by the publication of the updated Terms of Use on the same Portal.

By using the Service the Promoters of the Initiative undertakes to be up to date, to take knowledge of the Terms of Use and to inquire about any changes.

The revised Terms of Use shall be automatically effective thirty days after the date of their communication posted on the Portal.

During the testing phase the Service offered by the Portal is free of charge.

After this phase the economic terms between the “Company Trading Investments LTD” and the Promoter of the Initiative will be established.

Where there is no agreement between the parties about the economic terms, the contract will be considered not concluded, without any of the part may claims against the other.

Moreover, this is without prejudice  to the return of all the relevant information to the Promoter of the Initiative.       

4. Registration

It is possible to register by entering the required data in the appropriate registration form provided on the Portal. Upon the positive outcome of the insertion of the required data, the Promoters of the Initiative will receive a confirmation E-mail and they must click on the link in the E-mail to complete the registration. All the personal data provided by the Promoters on the Initiative in the registration phase and while using the Service will be processed by the “Company Trading Investments LTD” in accordance with the Privacy Code and as indicated in the Privacy Policy referred to in this Portal. The Promoters on the Initiative will not be allowed to enter personal data of third parties and/or images of third parties on the Portal without having obtained the prior express consent of the subject interested.

The Promoters of the Initiative take full responsibility for the violation of the Privacy Code and its subsequent amendments, explicity indemnifying the “Company Trading Investments LTD”.

Any Promoter of the Initiative acknowledges and agrees to be responsible for maintaining the confidentiality of the password that, together with its Login ID E-mail address, allows the access to the Service. Providing their own E-mail address, the Promoters of the Initiative agree to receive electronically all the necessary communications to this E-mail address and they undertake, under their own responsibility, to update or modify it, as appropriate. The communications will be provided in HTML format in the E-mail or by a link in the appropriate page on the Portal. In the case of the Promoters of the Initiative become aware of any unauthorized use of their registration information, the Promoters of the Initiative agree to immediately notify this fact to the “Company Trading Investments LTD” by the E-mail address info@companytradinginvestmentltd.co.uk

5. Warranties and Liability

The Promoters of the Initiative acknowledge that the “Company Trading Investments LTD” is not obliged in any way to check the material placed on the Portal by the Promoters of the Initiative themselves, except in cases where this is necessary in order to fulfil an applicable legal provision or an order of the court or of another competent authority. The “Company Trading Investments LTD” will not carry out any preventive control over the above mentioned material, as it is not subject to any general obligation to monitor and, therefore, the “Company Trading Investments LTD” cannot be held in any way liable for the above said material, or for any error or omission in the material itself, as well as for any direct or indirect damage to the Promoters of the Initiative and/or to third parties, arising from the use or non-use of the Service. Therefore, the Promoters of the Initiative will be the solely responsible for the information and for the entered material as well as the accuracy, completeness and truthfulness thereof. The “Company Trading Investments LTD” does not acquire any Property Rights over the material placed on the Portal by the Promoters of the Initiative. Without any prejudice to the above, the Promoters of the Initiative undertake to use the Service exclusively for lawful purposes and in accordance with law, uses and customs and rules of diligence. In particular the Promoters of the Initiative acknowledge that it is forbidden to enter, post, publish, and disseminate (or to allow others) in the web space made available to them, the following such material:

I) offensive, abusive, defamatory, calumnious, pornographic, vulgar, obscene, paedopornographic, and blasphemous in nature and all the material not compliant in any way with the principles of public order or morality;

II) that causes harassment to the private or public peace, or offense, or direct or indirect damage to any person or that encourages third parties to implement an unlawful and/or criminal conduct liable to criminal or civil liability;

III) that infringes the existing legal rules, including, by way of example, the provisions on the protection of copyright and other property rights of the Privacy Code;

IV) that contains virus or other programs to damage or interfer with the proper working of the Service, or to cause an unreasonable overload of the technological infrastructure activities or overloading service, or to intercept or appropriate operating systems, personal data or personal information, or to violate, remove or suppress computer or data communications correspondence between third parties;

V) that contains advertising, promotional material or any other form of unrequired or unwanted solicitation.

The Promoters of the Initiative also acknowledge and accept that it is forbidden to enter into the web space made available to them: I) sensitive data in the sense of Article 4, Paragraph 1, Point d) of the Privacy Code; II) personal data of third parties (including images/photographs) in absence of the necessary authorization for its publication/distribution. The Promoters of the Initiative guarantee the provenance and originality of the material entered through the Service in the web space made available to them. The Promoters of the Initiative undertake non to copy, reproduce, process, alter, modify, transcribe, duplicate, communicate, distribute or in any other way disclose any material protected by copyright without express written authorization or without the express consent of third party holders of intellectual property rights. The Promoters of the Initiative are aware that the violation of these provisions is punishable under the articles of law that regulate the subject of copyright. Any material protected by intellectual property right can be enter in the above mentioned web space only if the Promoter of the Initiative receives related rights of use from the rightholder and, therefore, only with the written permission of the rightholder and with the obligation to quote the source and mention the existence of the permit itself. The Promoters of the Initiative also acknowledge that the “Company Trading Investments LTD” may at any time and without notice reject, refuse to enter on the Portal, not use, remove, block with an access ban and/or delete the material considered inadequate or that contravenes in any other way the provisions of these conditions, without being held in any way liable to the Promoters of the Initiative.

6. Service Features

The right to access the Portal and to use the Service is personal and it is not transferable to third parties. In order for the Service to work effectively it is necessary to keep up to date the registration information. If this update in not performed, the functionality and accuracy of the Service could be affected. Access to the Portal and use of the Service may be suspended or interrupted in the event of system congestion and/or overload, as well as in order to ensure routine and extraordinary maintenance. This is at the sole discretion of the “Company Trading Investments LTD” without implying any responsibility for the “Company Trading Investments LTD” which does not in any way guarantee the uninterrupted functionality of the Portal. The “Company Trading Investments LTD” is not always able to predict or anticipate difficulties of technical nature or of any other kind which might result in the failure to store data or the loss of the same. The “Company Trading Investments LTD” in not liable for delays, malfunction, suspension and/or discontinuance in service provision caused by: force majeure or unforeseeable circumstances; tampering or illicit third-party interventions on the Service or on the equipment used by the “Company Trading Investments LTD”; tampering or interventions on the connection devices available to the Promoters of the Initiative, made by the latter or by an unauthorized third party; incorrect use of the Service by the Promoters of the Initiative; malfunction/misconfigurations of connection equipment used by the Promoters of the Initiative.

7. Intellectual Property Rights

The content of the Portal and the Service provided by the “Company Trading Investments LTD” including software (which comprises even programs based on html) used for the Service provision, the texts, the graphics , the images, the icons, the logos, the photographs, the editorial contents, the communications and the other material are the exclusive property of the “Company Trading Investments LTD” or are exclusively licensed to the “Company Trading Investments LTD”. They may contain confidential information and are protected by applicable legislation for trademarks, copyright and other. The “Company Trading Investments LTD” grants the Promoters of the Initiative a free, non-exclusive license to access and use the Portal and the Service in accordance with these Terms of Use. Any provision, use, reprint, distribution, dissemination, electronic reproduction, in whole or in part, of any content of the Portal or of the Service for any other purpose is expressly prohibited without the prior written consent of the “Company Trading Investments LTD”. It is in any case understood that the Promoters of the Initiative are not allowed (nor may they allow third parties to do so) to sublicense, rent, sell, distribute, circulate or make available, transform even partially, decode, decompile, disassemble, modify, translate, the software used in connection with the Service and/or the Portal by the “Company Trading Investments LTD”. It is not allowed as well to perform operations of reverse engineering and in any case also to reproduce, copy, use or dispose of the software, or parts thereof, in any other way that is not expressly permitted by mandatory rules of law. Furthermore the Promoters of the Initiative are not allowed to create work deriving from the software or attempt in any way to discover any source code, or develop products or software applications based on the software itself or that makes in any way use of it. The Promoters of the Initiative undertake not to access the Service in any other way except by the software interface distributed by the “Company Trading Investments LTD”. The Promoters of the Initiative also recognize and accept that the acquisition of any type of material or data through the use of the Service shall be under their full and exclusive responsibility and that they are therefore the solely responsible for any damage to the system or data loss caused also indirectly by the use of the Service.

8. THE “COMPANY TRADING INVESTMENTS LTD” DOES NOT PROVIDE FINANCIAL AND/OR INVESTMENT ADVISORY SERVICES, LEGAL AND/OR TAX ADVICE, IT IS NOT A STOCK BROKING COMPANY OR A BROKER OR AN AUTHORISED FINANCIAL INTERMEDIARY AND IT IS NOT AUTHORISED AS SUCH BY THE FINANCIAL INTERMEDIATION LAW.

The “Company Trading Investments LTD” does not sell or offer or invite to sell any securities, it does not offer to public, does not in any way promote or recommend the subscription and/or the purchase of any securities or social participation. None of the information contained in the Portal constitutes or should be interpreted as a sale or an offer for sale, nor in any way constitutes a public offer of financial products and/or placement activity thereof. Each Promoters of the Initiative, who uses the Portal of the “Company Trading Investments LTD” in relation to potential transaction, investments or business, does it at your own risk. Each Promoters of the Initiative undertakes under its sole responsibility to conduct its own statutory audit and the due diligence activity. All information and documents on the Portal are for informational purposes only.

9. Indemnification of the “Company Trading Investments LTD”

Each Promoters of the Initiative shall undertake to hold harmless and indemnify, at first demand and without any possibility of raising exceptions, the “Company Trading Investments LTD” and its associates, directors, employees, collaborators and advisors, with respect to any action, claim for compensation, liability, damage, cost or expense, request, judgment or decision which is required, supported, claimed, or threatened by anyone against the above mentioned entities in connection with the breach by the Promoters of the Initiative of the provisions of paragraphs 5 (Warranties and liability) and 7 (Intellectual property right) of these Terms of Use, of the provisions for access the Portal and on the publication ad dissemination of the material by the Promoters of the Initiative or upon their request, or in any case of the provisions related to the use of Service.

10. Termination of the relationship with the “Company Trading Investments LTD”

This agreement will continue to apply until the withdrawal of the same by the Promoters of the Initiative or by the “Company Trading Investments LTD”. The withdrawal may be exercised by the “Company Trading Investments LTD” by sending an E-mail communication to the Promoters of the Initiative) and it may be exercised by the Promoters of the Initiative by sending a duty signed notice of withdrawal to the following E-mail address: info@companytradinginvestmentltd.co.uk

The “Company Trading Investments LTD” has at any time the right to terminate the contract with the Promoters of the Initiative, upon the occurrence of one of the following circumstances:

I) material breach of one of the relevant provisions contained in these Terms of Use by the Promoters of the Initiative or a breach by the Promoters of the Initiative themselves, which unequivocally demonstrates their intentions not to respect or not to be able to comply with these provisions;

II) in the event that it becomes for any reason illegal for the “Company Trading Investments LTD” to maintain the provision of the Service.

11. Privacy

The “Company Trading Investments LTD” undertakes to request and process only the data necessary for the provision of the Service requested. The collected data shall be processed in compliance with the current provisions of Privacy (current English Legislative Decree). In this respect you are welcomed to read carefully the information (sheet) about personal data.

12. Applicable Law and Court of Jurisdiction for disputes

This agreement as well as the Terms of Use are governed by English Law. Without the prejudice to the case of mandatory jurisdiction established by law, any dispute concerning the interpretation and/or the execution of these Terms of Use shall be referred to the jurisdiction of the Court of London.

13. Any Other

Any possible tolerance even repeated, of non-compliance or delayed fulfilment of contractual obligations referred to the Terms of Use shall not in any way be interpreted as tacit abrogation or amendment of the envisaged agreements.

Should at any time one or more provisions of the Terms of Use be or become unlawful, invalid, or not feasible, the legality, validity and effectiveness of the other provisions of the Terms of Use themselves shall not be affected. These Terms of Use together with any collaboration agreements or license eventually signed by both parties (between the Promoters of the Initiative and The “Company Trading Investments LTD”) represent the entire agreement between the Promoter of the Initiative and The “Company Trading Investments LTD” with regard to the subject itself and stand in place on any prior agreement.

The STAKEHOLDERS

The parties, after having read them carefully, specifically approve and accept the following clauses: 1) Definitions; 2) The service; 3) Acceptance of the Terms of Use and their amendments; 4) Registration; 5) Warranties and Liability; 6) Service Features; 7) Intellectual Property Rights;
8) Activity of the “Company Trading Investments LTD”; 9) Indemnification of the “Company Trading Investments LTD”; 10) Termination of the relationship with the “Company Trading Investments LTD”; 11) Privacy; 12) Applicable Law and Court of Jurisdiction for disputes; 13) Any Other.