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Terms of Service

LEGAL NOTICE

BY ACCESSING, NAVIGATING AND/OR USING THE INTERNET WEBSITE WWW.CAPITALIZER.EU AS WELL AS ANY OF ITS SUBDOMAINS YOU ARE ACCEPTING THE TERMS OF USE AND LEGAL NOTICES THAT FOLLOW (THE “TERMS OF SERVICE”). IF YOU WISH TO ACCESS, CONSULT AND/OR USE THE INFORMATION AND SERVICES HEREBY MADE AVAILABLE, WE REQUEST THAT YOU READ, CAREFULLY AND ENTIRELY, THE TERMS OF SERVICE DESCRIBED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF SERVICE, YOU SHOULD NOT ACCESS OR USE THE WEBSITE OR ANY OF ITS CONTENTS.

 

Banco de Investimento Global, S.A., headquartered at Edifício BiG, Avenida 24 de Julho, nr. 74 – 76, 1200-869 Lisbon, registered at the Conservatória do Registo Comercial de Lisboa (Lisbon Commercial Registry Office) under the sole registry and tax number 504 655 256, is authorized to exercise banking and financial intermediation activities, and is registered at Banco de Portugal (Cod. 61) and at Comissão do Mercado de Valores Mobiliários (number 263).

Banco de Investimento Global, S.A.’s activity is subject to supervision from Banco de Portugal (Posto de Atendimento, Sede – Edifício Portugal, Rua Francisco Ribeiro, n.º 2, 1150-165 Lisbon, www.bportugal.pt) and from Comissão do Mercado de Valores Mobiliários (Sede - Avenida da Liberdade, n.º 252, 1056- 801 Lisbon, www.cmvm.pt), within their respective competencies.

If you wish to contact Banco de Investimento Global, S.A. you may do so by telephone through the number +351 21 330 53 00, by email through the e-mail address apoio@big.pt or by fax through the number +351 21 315 26 08.

 

WWW.CAPITALIZER.EU WEBSITE’S TERMS OF SERVICE

1 – DEFINITIONS

Under this Terms of Service, and for the purposes hereby prescribed, the terms and abbreviations below identified shall have the following meaning:

 

BiG: Banco de Investimento Global, S.A., corporate body number 504 655 256, registered at Lisbon’s Commercial Registry Office under the same number;

 

Capitalizer: Digital tool for the support of specific processes within capital private placement transactions;

 

Website: The internet website www.capitalizer.eu as well as all of its subdomains (when not separately referred), which do not belong to third party entities;

 

Website’s Reserved Area: Internet’s subdomain dealroom.capitalizer.eu;

 

User(s): Any person who navigates, visits or uses the Website or any of its contents.

 

2 – OBJECT AND SCOPE OF APPLICATION

2.1 The provisions included in the present clauses constitute the Terms of Service of Capitalizer’s internet website www.capitalizer.eu and its subdomains and consist of the set of rules which govern the navigation, use, visualization and access to the mentioned website by any User.

 

2.2 The internet Website www.capitalizer.eu is property of and managed by BiG. The Website provides a platform containing digital tools for the support of certain capital private placement transactions with professional investors, and the information disclosed in the Website cannot be regarded as a contractual offer directed to the User nor as a contractual or financial products offer directed to the general public. The information present in the Website is intended solely for the presentation of companies and does not exempt the consultation of additional informative elements and the conclusion of a subsequent negotiation process for the execution of an investment. For the same reason, the internet Website www.capitalizer.eu cannot be used to order the subscription of any contract, product of financial instrument.

 

2.3 The Website integrates a version optimized for the visualization and navigation through software installed in mobile electronic devices – Mobile Website -, to which the Terms of Service are entirely applicable with the adjustments deemed necessary.

 

2.4 When consulting and using the Mobile Website, the Users shall keep in mind that its contents and presentation form may not correspond, in part or entirely, to the available in the main Website. In case of doubt regarding a specific content, the Users shall confirm such content in the main Website, that is to say www.capitalizer.eu.

 

2.5 The Website also integrates a subdomain reserved solely for Users who have registered at the internet Website www.capitalizer.eu and to Clients who have accepted and submited to BiG the General Conditions for Access and Use of Capitalizer – dealroom.capitalizer.eu – to which the Terms of Service are entirely applicable, with the adaptations deemed necessary.

 

2.6 The use of the Website and its subdomains as a means to support the provision of services is dependent on the celebration of contractual instruments for that effect between BiG and the Users, under the terms set out in those specific instruments and the applicable law.

 

2.7 The terms set out in the present Terms of Service do not affect the applicability of the contractual terms regulating the relations established between BiG and the Users, and shall apply as a complement to the referred contractual terms. In the event of conflict between the Terms of Service and the terms set out on the specific contractual stipulations regarding a determined service or product, the latter shall prevail.

 

3 – SUBJECTION TO THE TERMS OF SERVICE

3.1 By accessing, visiting or using the Website, the User is entirely subject to the present Terms of Service, and hereby declares to be fully and clearly aware of the rules and warnings herein included, and accepts to be governed by them.

 

3.2 BiG strictly rejects any responsibility for any losses, whatever their nature, that may result, directly or indirectly, from the non-authorized or uninformed use of the Website, which will be of sole responsibility of the User.

 

3.3 The access details to the Website’s reserved area are personal and non-transferable. BiG will not be held accountable by any loss, cost or damage incurred by the User, caused by the sharing of the access details with any third-party.

 

3.4 All Users must keep their respective access details to the Website’s reserved area under strict confidentiality. In case of any suspected illicit behavior or violation of access, the User shall immediately inform BiG of such facts.

 

3.5 Every time the reserved area of the Website is accessed using a username and password determined by a User, BiG will assume that it is the respective authorized User who is accessing the referred secure reserved area of the Website, and will not be held accountable in case it is any other person or entity, with or without access rights.

 

3.6 BiG reserves the right to freely decide to limit, interrupt, cease, suspend, block, prevent or cancel the access or use of any User to the Website, with or without justification, namely if it anticipates or observes any infraction to these Terms of Service, with or without prior notice.

 

4 – EXONERATION AND LIMITATION OF RESPONSABILITIES – CONDITIONS IN WHICH THE INFORMATION IS MADE AVAILABLE

4.1 The User is expressly warned that the information disclosed on the Website does not constitute any binding contractual proposition and that such information shall not be used as contractual or pre-contractual information to support any investment decision. Such information shall not replace, in any, case, the development of an adequate due diligence and valuation judgement from the User.

 

4.2 The information available in the Website is of the respective Users’ responsibility, and BiG does not ensure to the other Users that the information contained in the Website is accurate, complete and up-to-date, nor does it assume any obligation to verify it. The User is expressly warned not to assume the available information to be accurate, complete and up-to-date, so that is up to each User to perform all the verifications it deems to be adequate to ensure the quality of the referred information.

 

4.3 The Website does not provide, nor does it intend to provide, any type of investment service, including the reception and execution of investment orders or recommendations, nor legal or fiscal counseling, nor of any other nature.

 

4.4 The Website may contain links to other internet websites, developed and managed by independent third-party entities, relative to which, with the exception of the www.capitalizer.eu website, BiG has no editorial responsibility nor means to control the information disclosed in such websites. Therefore, BiG rejects any responsibility for the information which may be contained in third-party’s websites and or by any services rendered by external entities, as well as for any consequences which may arise to the User from navigating or using such internet websites.

 

4.5 The possible indication or transcription of legal dispositions on the Website does not exempt the User from consulting the law which is applicable and in force at any given moment, under the terms of the respective official publications, nor from retaining the appropriate professional counselling, when deemed adequate.

 

5 – DISCLAIMER AND LIMITATION OF LIABILITIES – RISKS ASSOCIATED WITH USING THE WEBSITE AND THE INTERNET IN GENERAL

5.1 BiG, its directors, managers, workers and authorized representatives, do not promise, declare or by any means ensure the Users that the Website and its contents will be made available continuously or that these are exempt from any errors, nor that the use of the Website, or the internet in general, is exempt of risks, namely risks associated with using electronic means and the internet, such as the occurrence of delays, flaws, errors, omissions or even the loss of transmitted information, and damages to the electronic equipment used to access the Website, deriving, among other causes, from viruses, contents with similar effects, operative flaws, technical system flaws or by any other motives, and reject, to the maximum extent legally permitted, any responsibility for any losses originated by the situations abovementioned, except if these situations are the direct result of a fraudulent or gross negligence practice from BiG.

 

5.2 The reference contained in the previous number represents warning to the User that the above mentioned effects may in fact occur.

 

5.3 The User is exclusively responsible for the adoption of the necessary measures to ensure the preservation, protection and safeguard of the information stored in the electronic devices it uses, namely by performing back-up copies and using appropriate antivirus software.

 

5.4 The main Website and respective subdomains are optimized and tested for the latest browser versions and include adaptive technology in order to equally ensure the coverage of mobile devices. BiG does not ensure the User that the Website is compliant with all electronic equipment allowing the access to internet, namely mobile, nor with all internet navigation software, nor does it commit itself to ensure the Website’s compatibility with all the devices and software available in the market.

 

5.5 The User is solely responsible for the use it decides to make of the Website in case of access with software and/or equipment totally or partially incompatible with the Website.

 

6 – USER’S OBLIGATIONS

The User expressly assumes the following obligations towards BiG:

 

a) To use the Website exclusively for the purposes it was developed for. For the avoidance of doubt, the Website shall be used as a support tool for certain capital private placement transactions of companies with one or more professional investors;

 

b) Not to copy, or allow the copy by third-parties, of any information, in whole or in part, present in the Website;

 

c) Not to transfer, sell, borrow, rent or distribute to non-authorized third-parties any content, in whole or in part, present in the Platform;

 

d) Not to duplicate, modify, distribute, reverse engineer, create derivative products, decompile, disassemble, translate, transmit, provide, copy, aggregate, sell, sub-license, export, merge, transfer, rent, lease, charter, distribute or adapt any part of the software related with the Website, nor merge it or incorporate it with any other software, nor allow any third parties to do so;

 

e) To maintain the confidentiality of the Website’s access account at all time and prevent its abusive use, assuming entire responsibility of its use by third-parties;

 

f) Keep all safety measures deemed reasonable to prevent the non-authorized use of the Website;

 

g) Not to use, nor allow, under any circumstances, the use by third-parties, of any type of software, process, program, robot, web crawler, data-mining program, trawling program, or any other automated screen scraping software;

 

h) Not to publish, send or allow the sending of any defamatory, illicit or abusive information through the Website;

 

i) Not to place, publish, transmit or share any information, in whole or in part, relative to which it does not have placing, publishing, transmitting or sharing permissions;

 

j) Not to use access technologies in order to obtain confidential information and / or encrypted information, namely information produced by third-party entities.

 

7 – INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

7.1 The industrial and intellectual property rights of all the elements and components constituting the Website including, namely, the webpage’s graphic design, its menus, navigation buttons, HTML code, Java or Javascript applets, texts, images, drawings, textures, graphics, as well as the user’s manual, logotypes, domains and brands, are, except when otherwise expressly indicated, BiG’s property or licensed for BiG’s use. The User is not allowed to reproduce, modify, publicly disclose, perform maintenance, correct errors, cede to third-parties, sell, rent, borrow, or, in general, perform any act not included in the scope of the functions that the Website is destined for, without BiG’s prior written consent.

 

7.2 The User is prohibited from performing any non-strictly private use of all and any content of the Website, in all circumstances, and through whatever means or supports. The User is also prohibited from copying, reproducing, modifying, distributing, publicly disclosing, selling, ceding, retransmitting or making available to third-parties any information disclosed through the Website or any of its subdomains, with or without commercial purposes. The User is responsible for the damages resulting from any form of use or improper or non-authorized dissemination of the information made available through the Website or any of its domains.

 

8 – LIMITATION OF USE

8.1 BiG reserves the right to condition the provision of any services upon the verification of the User’s eligibility, as established on the applicable contractual and legal provisions.

 

8.2 The non-EU resident Users are hereby expressly warned that visualizing or using this Website may represent an infraction of the law of their applicable jurisdiction. It is of the User’s responsibility to certify that it is in compliance of the law of its applicable jurisdiction on this matter.

 

9 – PROCESSING OF PERSONAL DATA

9.1 Based on the User’s access and use of the Website or the Website’s Reserved Area, information regarding the User is automatically collected and registered in a server, including specific information from the User’s device, such as, for example, hardware model, version of the operating system, device’s identifier, as well as mobile network information, including the mobile phone number. When the Client uses the Website or the Website’s Reserved Area, BiG automatically collects and stores certain data, which are registered in the server, regarding the IP address or cookies and similar technologies which allow the collection of information regarding the interaction of the User with BiG’s services and that remain associated with the User’s identity.

 

9.2 The User expressly accepts and authorizes BiG to collect, register, maintain, use, communicate and further process personal data, by automated and/or non-automated means, including the development of a personal data file or the definition of a User’s personal data profile resulting from the use of the Website or the Website’s Reserved Area.

 

9.3 The data collected in the Website and the Website’s Reserved Area is for BiG’s exclusive use in the context of its commercial relations with the User, with the purpose of ensuring the quality of the rendered services. The data may be processed to develop statistical analysis regarding the User’s satisfaction levels, the adequacy of the products, the identification of products susceptible of being of interest to the User and the creation and/or promotion of these products through marketing initiatives, for example specifically directing a content of BiG’s website to the User.

 

9.4 The User may access its own information and request its correction, addition or elimination, upon personal or written contact to BiG.

 

9.5 The User accepts and recognizes that BiG may make the access to the Website’s Reserved Area conditional upon to the previous registration in Capitalizer, specifically through cookies or any other means, of the access terminal through which the User intends to access the Website or the Website’s Secure Section.

 

9.6 BiG informs the User that it is legally authorized, independently of its consent, to (i) proceed to the treatment of the personal data necessary to the execution of the contracts celebrated with BiG or the pre-contractual diligences at the User’s request; (ii) proceed to the treatment of the User’s personal data, whenever it is necessary to comply with the legal obligations to which BiG may be subject to; (iii) proceed to the treatment of the User’s personal data, whenever it is necessary for legitimate interests pursued by BiG or third-parties, except if the User’s fundamental rights and liberties prevail. BiG may proceed with the treatment of personal data, in the context of other purposes other than the treatment, as long as with the Client’s consent which shall be manifested in a free, specific, informed and explicit manner. This means that for all the personal data treatment that exceeds the scope identified in the present paragraph, the User may refuse its consent and that once provided that consent, the User may remove it at any moment, without that consent being a requisite for the celebration of any contract with BiG.

 

9.7 Under the terms of the law, the User has the right to present clarification requests or complaints regarding the treatment of personal data to the Comissão Nacional de Proteção de Dados Pessoais (Portuguese Personal Data Protection Commission), through the following website: www.cnpd.pt.

 

9.8 BiG has designated a Data Protection Officer, to whom any solicitude or complaints regarding the personal data protection shall be directed, and who can be contacted through the following address: dpo@big.pt.

 

10 – GOVERNING LAW

The present Terms of Service are subject to the Portuguese rule of law, with the exception of its conflict-of-law rules.

 

11 – JURISDICTION AND COMPETENCY CONVENTION PACT

The User accepts that any issues regarding the access and use of the Website by the User, including possible resulting litigations, will be submitted to the exclusive competency of the Portuguese Courts and specifically to the competency of the District Court of Lisbon, except if the contrary results from mandatory legal provisions applicable to the case.

 

12 - MODIFICATIONS

12.1 The present Terms of Service may be modified by BiG at any moment, without prior warning, and with immediate effect. Continuing to access or use the Website will correspond to the User’s acceptance of such modifications.

 

12.2 BiG reserves the right to, at any moment, and with no need for prior warning to the Users, partially or entirely modify its Website and any of its subdomains or contents and to modify its structure.

 

In effect as of November 1, 2017