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Important Notice & Key Risks for website

Important Note
Please note that Equity/Bond investments involve risks including loss of capital, illiquidity, default of a borrower and lack of returns. The risks involved will vary by project types, so you are urged and required to read, understand and accept the specific risks associated with each investment’s opportunity. Investments made on this website should only be made as part of a diversified investment portfolio. For more details, see the Key Risks. Projections or estimated returns are not a reliable indicator of actual future performance and eventual returns or dividends may be lower than predicted. Information presented on this website is for guidance purposes only and does not constitute financial advice. If you are unsure of the suitability of an investment, please contact your financial adviser for professional advice.
KEY RISKS
This page outlines some of the key risks involved when you invest in shares (“Equity Investment”) or bonds issued by companies (“Bond Investment”) on https:// smartinancing.ch, https://smartfinancing.eu, https://smartfinancing.io, https:// app.smartfinancing.ch (together and individually the “Website”). Please read this summary carefully, so that you understand the key risks involved. Equity Investments take the form of investments in unlisted shares in a private limited company and Bond Investments involve investing in debt securities issued by unlisted companies and both of these investment types carry risks. In particular, you may not receive your anticipated returns and your capital may be at risk.
GENERAL RISKS
ILLIQUIDITY
The Equity Investments and Bond Investments (together, the “Investments”) are generally illiquid. This means that once you have committed your money by purchasing shares as part of an Equity Investment or by investing money in relation to a Bond Investment, it may be difficult to exit your Investment and get your money back.
Each Investment will have a different target exit date. This date will be a target, meaning that the actual date on which any returns or capital are repaid to you may change. We have the discretion to change the target exit date and may do so in a number of circumstances.
You may be able to sell your Investment to a willing buyer. However, you should note that you might only be able to sell your Investment at a discount. This means that you may not get back the amount you paid for the Investment. You may not even be able to sell your Investment at all due to a lack of a willing buyer
If you are unable to sell your Investment to a willing buyer, you will need to wait until the relevant underlying project is complete and the property is sold. The sale of the underlying Equity/Bond could take a significant amount of time. Therefore, any Investment you make on the Website should therefore only be viewed as a long-term investment.
By making an Equity Investment you will be subscribing for B shares in the relevant company, which do not have any voting rights attached to them. As a result, you will not be able to vote in any decisions relating to the completion of a project or the sale of the property or any other decisions relating to the relevant company holding the property.
By making a Bond Investment you will be investing in a debt security issued by a company which will be documented and a repayment date will be set. However you will not have the right to take steps to recover the amount you invest or any other amount due to you. This will be done on your behalf by a security trustee. Similarly, you will not have any say in how the company in which you invest uses the money you invest or how and when it repays you, which will be documented in the debt agreements. If the company you have invested in by way of debt has taken out other debt then such other debt may rank in priority to yours, meaning that you may not be paid back first, or at all, if the company faces financial difficulty.
NO ON-GOING RETURNS
If the law requires us to, we may need to collect and process your data.
Legitimate interest
In specific situations, we require your data to pursue our legitimate interests in a way which might reasonably be expected as part of the running our business and which does not materially impact your rights, freedom or interests.
Information we may collect from you
The Investments you make on the Website will not provide you with regular returns. Due to the way that the investment opportunities are structured, you will only see a return on your Equity Investment, if there are any returns achieved, once the relevant project has been completed and the property has been sold. In the case of Bond Investments any target return amounts and dates will be shown to you in the relevant documents before you invest. Depending on the exact terms of the Bond Investment you enter into you may not receive returns until the relevant project has been completed. The returns actually paid to you in relation to a Bond Investment will depend on the ability of the company in relation to which you have made a Bond Investment being able to repay.
Eventual returns will only be paid to you once all applicable fees and taxes have been paid. If you need your investments to provide you with regular returns, for example by way of monthly dividends, investing on the Website will not be suitable for you. If the relevant company faces financial difficulty then this will impact on the likelihood you will receive any returns on your Investment, or the amount back which you have invested in the Investment.
LOSS OF CAPITAL
The returns you receive from your Investment can go up or down and are ultimately not guaranteed. Depending on the final cost of construction and the value at which the Equity/ Bond is sold, you may not receive any equity returns (in the case of Equity Investments), or you may receive a return that is less than expected and you may lose your capital in the case of any Investment.
LACK OF DAY-TO-DAY CONTROL
By making any investment on the Website you are making a long term investment and you will lack control over the day-to-day decisions made by SwissWide Holding AG (“SmartFinancing.ch”) or any third party involved in the relevant Equity/Bond company and you will also not have any control over the timing of your exit (unless you are able to sell your Investment to another investor, which is covered in Illiquidity above).
NO ADVICE
SmartFinancing.ch/SwissWide Holding AG and its affiliates do not provide any advice or recommendations in relation to any Investment or any other investment opportunity which may be available on the Website. If you have any doubt over the risks of such Investments or you otherwise require financial advice, you should seek advice or recommendations that are personal to your circumstances from a suitably qualified financial adviser.
Investments on the Website are only available to investors categorised as Restricted, Self- Certified Sophisticated or High Net Worth Investors according to the definitions used by the Financial Conduct Authority. In order to comply with the requirements of the Financial Conduct Authority, we need to assess you before you may view investment details on the Website. An assessment of whether you fall within one of these categories will be carried out when you sign up to the Website.
DIVERSIFIED PORTFOLIO
Any Investment made on the Website should only be made as part of a diversified portfolio that includes a mix of liquid and illiquid assets. Investing small amounts in multiple investments will help you spread your risk. The majority of your investments should consist of liquid asset classes, so that you can access your capital more easily.
UNEXPECTED EXIT
In certain circumstances, the Equity/Bond which is the underlying asset of your Investment may need to be sold. Examples of these circumstances include where the company suffers extensive damage or bank/investors funding is withdrawn. In such circumstances you will be given notice of this sale. Depending on market conditions and any prospective buyer’s circumstances, you may receive back substantially less than you invested or no return of your capital at all. If the relevant company is subject to an unforeseen liability that may mean that money which was previously intended to fund the project will be unavailable. Taxable income may also crystallise sooner than expected.
TAX
You should be wary of any tax risks that might apply to you as a result of any investment made on the Website. Whether and how any relevant tax laws or liability apply to you is a matter for your personal analysis and you are strongly advised to consult with appropriately qualified tax professionals regarding your individual tax position, which depends on your personal circumstances and may be subject to change in the future.
OVERSEAS INVESTORS
If you are an overseas investor (meaning a person who is not a Swiss resident), you will be required to warrant to SmartFianncing.ch that, by making any investment on the Website, you, SmartFinancing.ch, or any of its affiliates will not be in breach of any law or regulation in your home country. This will be done by your acceptance of the Website Terms and Conditions – Here. Neither SmartFinancing.ch nor any of its affiliates will have any liability should your warranty be incorrect for whatever reason and any related risks are entirely your own.
PLATFORM RISKS
A purchase of Digital Securities involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in the Investment Terms & Conditions (“T&Cs”) which investors will have to subscribe to when making an investment on the SmartFinancing.ch. The following risks entail circumstances under which SwissWide Holding AG (“Company”, “SmartFinancing.ch”,and the SwissWide Group’s business, financial condition, results, operations and prospects could be adversely affected.
RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS AND ENFORCEMENT ACTIONS
The regulatory status of Digital Securities and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the SmartFinancing.ch Platform and Digital Securities. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the SmartFinancing.ch Platform and Digital Securities. Regulatory actions could negatively impact the SmartFinancing.ch Platform and Digital Securities in various ways, including, for purposes of illustration only, through a determination that Digital Securities are a regulated financial instrument or a security that requires registration or licensing. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
RISK OF ABANDONMENT/LACK OF SUCCESS
The creation and issue of Digital Securities and the development of the SmartFinancing.ch Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the SmartFinancing.ch Platform is partially or fully developed and launched, you will be able to use the I Digital Securities as intended or in accordance with the functionalities described in the Investment T&Cs.
RISK ASSOCIATED WITH OTHER APPLICATIONS
The SmartFinancing.ch Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which Digital Securities will have no intrinsic value. This means that competitors may produce platforms that compete with the SmartFinancing.ch Platform and may not accept I Digital Securities as payment for services within such platforms; further, such platforms may become more popular and have greater success than the SmartFinancing.ch Platform.
RISKS ASSOCIATED WITH MARKETS FOR Digital Securities
The Company may choose not to enable or otherwise facilitate any secondary speculative trading or any such external valuation of Digital Securities. This may restrict the contemplated avenues for using Digital Securities to the security functionality described in the Investment T&Cs and could therefore create illiquidity risk with respect to any Digital Securities you own. Even if secondary trading of Digital Securities is facilitated by thirdparty exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that any third party ascribes an external exchange value to Digital Securities (e.g. as denominated in a cryptocurrency), such value may be extremely volatile and diminish to zero. If you are purchasing the Digital Securities as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the I Digital Securities are not offered by the Company or its affiliates on an investment basis. You further acknowledge that any contribution that you make under the Investment T&Cs (or you consider to be invested in the Company) will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not, for instance be guaranteed by the FINMA Law, and is unlikely to be protected by any equivalent scheme in a jurisdiction outside of Switzerland.
RISK OF THEFT
The Smart Contract System concept, the underlying software application and software platform (i.e. the Bond.js/Share.js) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or Digital Securities, adversely impacting the ability to develop the SmartFinancing.ch Platform and derive any usage or functionality from Digital Securities. Furthermore, because the SmartFinancing.ch Platform is based on open- source software, there is a risk that a third party or a member of the Company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the SmartFinancing.ch Platform, which could negatively affect the SmartFinancing.ch Platform and Digital Securities.
RISK OF HARD-FORK
The SmartFinancing.ch Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes. As part of the development, an upgrade to Digital Securities may be required (hard-fork of I Digital Securities) and that, if you decide not to participate in such upgrade, you may no longer be able to use your Digital Securities and any non-upgraded Digital Securities may lose its functionality in full.
RISK OF UNINSURED LOSSES
Unlike bank accounts or accounts at some other financial institutions, Digital Securities are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
RISKS ARISING FROM TAXATION
The tax characterization of Digital Securities is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of Digital Securities, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
RISK OF DISSOLUTION OF THE COMPANY OR NETWORK
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of any currency, decrease in Digital Securities utility due to negative adoption of the SmartFinancing.ch Platform, the failure of commercial relationships, or intellectual property ownership challenges, the SmartFinacning.ch Platform may no longer be viable to operate and the Company may dissolve and may not be able to continue the development of the SmartFinancing.ch Platform.
RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS
Because Digital Securities confer no governance rights of any kind with respect to the Company, all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion; and all decisions involving the SmartFinancing.ch Platform including, but not limited to, decisions to discontinue the SmartFinacning.ch Platform, or regarding the use of Digital Securities on the SmartFinancing.ch Platform, will be made by the Company. These decisions could adversely affect the SmartFinacning.ch Platform and/or Digital Securities you hold.
RISKS ARISING FROM THE MARKET IN WHICH THE SMARTFINANCING.CH PLATFORM OPERATES
The SmartFinancing.ch Platform, is subject to a variety of laws and regulations (from different countries), including those with respect to KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the SmartFinacning.ch Platform could be enacted, which could impact the utility of I Digital Securities in the SmartFinancing.ch Platform. Additionally, SmartFinancing.ch Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the SmartFinancing.ch Platform and the I Digital Securities, including its functionality within the SmartFinancing.ch Platform.
RISKS ASSOCIATED WITH THE DEVELOPMENT AND MAINTENANCE OF THE SMARTFINANCING.CH PLATFORM
The SmartFinancing.ch Platform is still under development and may undergo significant changes over time. Although we intend for the Digital Securities and SmartFinancing.ch Platform to function as described in Investor T&Cs, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of the Digital Securities or the SmartFinancing.ch Platform for any number of legitimate reasons. Moreover, we may not be able to retain full and effective control over how other participants will use the SmartFinancing.ch Platform, what products or services will be offered through the SmartFinancing.ch Platform by third parties, or how third-party products and services will utilise Digital Securities (if at all). This could create the risk that the Digital Securities or SmartFinancing.ch Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the SmartFinancing.ch Platform, it is still possible that the SmartFinancing.ch Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the SmartFinancing.ch Platform and Digital Securities, and the potential utility of the Digital Securities in the manner intended at the time of the Digital Securities Offering/Crowd Financing.
RISK OF COMPETING PLATFORMS
It is possible that alternative platforms could be established that utilize the same kind of technology, same open source code and protocol underlying the SmartFinancing.ch Platform and attempt to facilitate services that are materially similar to the services offered by or within the SmartFinancing.ch Platform. The SmartFinancing.ch Platform may compete with these alternatives, which could negatively impact the SmartFinancing.ch Platform and I Digital Securities, including the utility of the Digital Securities for obtaining services offered by or within the SmartFinancing.ch Platform.
UNANTICIPATED RISKS
Bond.js/Share.js such as Digital Securities are a new and untested technology. In addition to the risks set out in the Key Risks, there are other risks associated with your acquisition, storage, transfer and use of Digital Securities, including those that the Company may not be able to anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks set out in these Key Risks.
PROJECT DOCUMENTATION
The information contained in the Project Documentation is subject to change or update without notice. While every reasonable effort has been made to ensure the information contained in the Project Documentation is accurate and up-to-date, such material has not been verified by any third party. Certain statements contained in the Project Documentation represent the opinion of the members of the management team of the Company and are based on certain assumptions and facts, any of which may change at any time. As a result, prospective Contributors should bear in mind that there can be no assurance that the Company will implement one or more of the businesses or services set out in the Project Documentation.
Important Notice & Key Risks - PDF