Terms of Use

INTRODUCTION

Symbiotics Group SA (“Symbiotics”) is a company incorporated and organized under the laws of Switzerland. It is the parent company of various subsidiaries domiciled in Switzerland and abroad (together with Symbiotics, the “Group”) which focus on microfinance and impact investment services, offering research, structuring, advisory, and management services to specialized investment funds and asset managers. Symbiotics provides group functions and support services to its affiliated entities. Symbiotics owns and operates symbioticsgroup.com (the “Website”).

By accessing and/or using the Website, the User (as defined below) declares that they have understood and accepted these Terms of Use and shall abide by them as well as all applicable laws and regulations.

Neither Symbiotics nor its affiliated entities give tax or legal advice; prospective Users should seek advice from their own tax advisers and/or lawyers before entering into any investment.

SCOPE OF APPLICATION

These Terms of Use apply to any person or entity accessing the Website (a “User” or the “Users”) and to all information and documents made available on this Website.

If there is any discrepancy between the information on this Website and the contractual documents the User signed with Symbiotics or any other affiliated entity, the contractual documents shall prevail.

ACCESS AND LOCAL RESTRICTIONS

The products and services offered by the Group are not suitable for all investors. The information contained in this Website is intended for professional clients and qualified investors only, as defined in the applicable laws and regulations. For Users domiciled in Switzerland, these terms are defined, respectively, in (i) the Swiss Federal Act on Financial Services of 15 June 2018 (FinSA) and its implementing ordinance and (ii) the Swiss Federal Act on Collective Investment Schemes of June 23, 2006 (CISA) and its implementing ordinance.

The information displayed on the Website is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Website is prohibited. Accordingly, the information provided on the Website is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation.

If the User is uncertain about their right to access the information displayed on the Website, the User needs to exit this Website immediately and seek clarification by obtaining legal advice from a lawyer.

The User shall take all appropriate security measures when accessing the Website. In particular, the User shall check at each connection that the communication is secure and the User must not share with anyone else the User’s personal identification data to access their account.

Users must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs, or other material which is malicious or technologically harmful (together “Viruses”). Users must not attempt to gain unauthorized access to the Website, the server on which the Website is stored, or any server, computer or database connected to this Website. Users must not attack this Website via a denial-of-service attack. By breaching this provision, Users may commit a criminal offence. Symbiotics will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing the User identity to them. In the event of such a breach, the User rights to use this Website will cease immediately.

Symbiotics does not guarantee that the Website will be secure or free from bugs or Viruses. Users are responsible for configuring their information technology, computer programs and platform to access the Website. Users should use their own virus protection software. Symbiotics shall not be liable for any loss or damage caused by a denial-of-service attack, any unauthorised interception, use or disclosure, error, or Viruses that may infect the Users computer equipment, computer programs, data, third-party manipulation of their IT systemor other proprietary material due to the User use of this Website or to the User downloading of any material posted on it, or on any website linked to it.

Symbiotics gathers information recorded in the server’s log files that might serve useful in the unforeseen event that our IT systems are attacked. Symbiotics’ aim is to enhance its data privacy and security measures. In doing so, Symbiotics aims to guarantee the utmost protection for the personal data it handles.

The User undertakes to adhere strictly to the procedure described herein for accessing the Website, and to all the instructions for use posted on the Website or communicated to the User in any other way.

In the event that the procedure described herein or other relevant instructions are breached, such as an attempt to access the Website using an incorrect identification code, signature key or certificate, Symbiotics reserves the right to refuse the User all further access to the Website.

The User agrees that any access to the Website made using one of the identification codes of the User is proof of such access as shall be supplied by the log of connections maintained by Symbiotics.

DISCLAIMER

The information contained on the Website is provided for the User’s general information only, and any opinions contained herein are expressed at the time of writing and are subject to change at any time without notice.

Nothing on this Website is intended to be, nor should it be construed or used as, financial, legal, tax, or investment advice, an opinion of the appropriateness or suitability of any investment, or an offer or the solicitation of any offer to buy or sell any investment or security in any jurisdiction. In addition, past performance is not necessarily a guide to future results.

Emerging market impact investments involve a unique and substantial risk that is critical to understand before engaging in any prospective relationship with Symbiotics or any affiliated entity. The sole purpose of the information contained on the Website is to assist the User in deciding whether they wish to proceed with a further investigation of a possible business relationship.

NO REPRESENTATION OR WARRANTY

Symbiotics has taken reasonable measures to ensure that the information and data presented on this Website is complete, accurate, and current. However, most of the available information has been provided directly by third parties and is not independently audited. Symbiotics makes no representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness, or completeness of express or implied warranty regarding such information or data, and hereby expressly disclaims all liability and responsibility with regard to persons or entities who use or access this Website and its content, based on their reliance on any information or data that is available through the Website.

INTELLECTUAL PROPERTY RIGHTS

The Website and its content are protected intellectual property owned by Symbiotics or third parties. The Website content, including but not limited to data, text, numbers, photographs, logos, and graphics, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws. Any copying, republication, translation or redistribution, in whole or in part, of the Website content (including, without limitation, by caching, framing, or any other means) is expressly prohibited without the prior written consent of Symbiotics. In particular, Users may not modify, copy, distribute, broadcast, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell, or otherwise use, in any medium, any content of this Website unless agreed otherwise with Symbiotics in writing. Exceptionally, Users may access, use, and store content of the Website or any portion thereof solely within their organization or for personal use, provided that all material is credited to the Website. Any personal copy of the information contained on this Website shall retain all copyright and other such notices. In the event that the Terms of Use are terminated for whatever reason, the provisions of this clause shall remain in full force and effect.

For the avoidance of doubt, any narrative accounts of the investees or end borrowers available on the Website or referred to, including any client stories, are the exclusive property of Symbiotics. The information and opinions expressed in the relevant text and documents have been obtained from sources believed to be reliable and in good faith, reflecting the view of the authors, but no representation or warranty, expressed or implied, is made as to its accuracy or completeness.

NON-COMPETITION

The User may not use the information, or any portion thereof made available in this Website in a manner that does or could compete with any business or product of Symbiotics or any of its affiliated entities, including but not limited to, any use of such information that may result in the displacement or loss of an existing or potential business or operation by Symbiotics. In the event of these Terms of Use being terminated for whatever reason, the provisions of this non-competition clause shall remain in full force and effect.

LIABILITY AND INDEMNIFICATION

Under no circumstances, including but not limited to negligence, shall Symbiotics or any of its affiliated entities be liable to the User for direct, indirect, incidental, consequential, special, punitive, or exemplary damages, even if the User has been advised specifically of the possibility of such damages, arising from the use, access, or inability to use the Website or any links or items on the Website, such as, but not limited to, loss of revenue or anticipated profits or lost business.

The User undertakes to indemnify, defend and hold harmless Symbiotics, and its employees, representatives, suppliers, affiliated entities, and agents, against any claim, suit, action, or other proceeding brought against Symbiotics, its employees, representatives, suppliers, affiliated entities, and agents, by a third party, to the extent that such claim, suit, action, or other proceeding is based on or arises in connection with the use of the Website, including, but not limited to: (i) the User’s use, or someone using, one of their computers; (ii) the User’s use, or someone using, the User’s account, where applicable; (iii) any breach of Terms of Use by the User or the person using the User’s computer (or account, where applicable); (iv) a claim that any use of the Website by the User or someone using one of the User’s computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of personality, is libelous or defamatory, or otherwise results in injury or damage to any third party, or; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of the Website by the User or someone using one of their computer (or account, where applicable).

LINKED WEBSITES

The Website may include links to third-party websites. These links are provided for the User’s information only. The information the User may obtain from these links should not be interpreted as approved by Symbiotics. Symbiotics has not reviewed any of the content of any of these linked websites and does not take any responsibility or liability for the information available there. The third parties operating these websites hold sole responsibility for their content.

ELECTRONIC COMMUNICATIONS

This Website allows electronic communication through email with Symbiotics and its employees. Symbiotics shall not be liable for any actions or omissions resulting from emails sent to them or their employees.

DATA PROTECTION AND PRIVACY NOTICE

Symbiotics has established a Privacy Notice which explains how personal data is collected on the Website and used. The Privacy Policy, as amended from time to time, is part of these Terms of Use and is incorporated herein by reference. The Privacy Notice includes our Cookies Policy.)

LINKING TO OUR WEBSITE AND SCRAPING

Users are not authorized to link to this Website without Symbiotics’ prior written permission. Users may not scrape content from this Website and repost such content, either manually or automatically, without Symbiotics’ prior written consent. This Website must not be framed on any other website without Symbiotics’ prior written permission. Symbiotics reserves the right to withdraw linking, scraping, and framing permission without notice.

MODIFICATIONS

Symbiotics may revise these Terms of Use at any time without notice. By accessing this Website, the User agrees to be bound by the most recent version of these Terms of Use.

TERMINATION

Symbiotics may, without notice, terminate the Terms of Use, or suspend the User’s access to the Website, with or without cause at any time and effective immediately.

GOVERNING LAW AND JURISDICTION

The use of the Website shall be governed by the laws of Switzerland, without giving effect to any conflicts of law provisions.

The courts of Geneva, Switzerland, shall have exclusive jurisdiction over all claims or disputes arising out of or in connection with the use of the Website or these Terms of Use.

USE OF MOODY’S INFORMATION

In connection with certain services provided by Symbiotics, Symbiotics may make available to Users certain proprietary information licensed from Moody’s Investors Service, Inc. (“Moody’s”). The following provisions apply to any such information provided by Moody’s (“INFORMATION”) and shall prevail in case of any conflict with other terms in the Website.

a. Proprietary Notice; Internal Use Only; No Redistribution

All INFORMATION furnished to the User by Symbiotics pursuant to its agreement with Moody’s is proprietary to Symbiotics or Moody’s (or their licensors), and is provided solely at the User’s request for internal or personal use only. No INFORMATION may be copied, reproduced, repackaged, transmitted, transferred, disseminated, distributed, redistributed, sold, resold, leased, rented, licensed, sublicensed, altered, modified, adapted, or stored for any such purpose in whole or in part, in any form or manner or by any means whatsoever, without the prior written consent of Symbiotics or Moody’s (or their licensors, as applicable). Redistribution or sharing with any third party is expressly prohibited.

b. No Warranties; Limitation of Liability; Liability Cap

All INFORMATION is provided “AS IS” without warranty of any kind. Moody’s and Symbiotics (and their licensors) expressly disclaim all representations and warranties to Users or any other person or entity with respect to the INFORMATION, express or implied, including but not limited to:

  • Any warranties as to accuracy, timeliness, completeness, or results obtained from use of the INFORMATION;
  • Implied warranties of merchantability, non-infringement, or fitness for a particular purpose, even if advised of such purpose; and
  • Any warranties arising from course of performance, dealing, or usage of trade.

To the fullest extent permitted by law, under no circumstance shall Symbiotics, Moody’s, or their licensors be liable to any User or third party for:

  • Any loss, damage, or injury caused by errors or omissions (negligent or otherwise);
  • Any indirect, special, consequential, incidental, compensatory, or exemplary damages (including but not limited to loss of profits), even if advised of the possibility of such damages, in connection with the procurement, collection, interpretation, analysis, or publication of INFORMATION;
  • Any claims arising from use or inability to use any INFORMATION.

In no event shall total liability to the User (in contract, tort or otherwise) exceed the fees actually paid for access to INFORMATION in the twelve (12) month period prior to the claim.

c. Moody’s Disclaimers

Client shall require Subscribers to agree to and comply with a subscriber agreement having substantially the provisions relating to the Data and Moody’s set forth below. The term “[INFORMATION]” (as used below) is a placeholder for the defined term for or a description of the Client Service information, including the Data licensed from Moody’s hereunder.

  1. Proprietary Notice; Client Service Provided Solely for Subscriber’s Internal or Personal Use; No Redistribution to Third Parties; Moody’s Rights

All [INFORMATION], furnished by Client pursuant to this subscription agreement are proprietary to Client (or Client’s licensors, including Moody’s) and are so furnished at Subscriber’s request and for Subscriber’s exclusive use. No [information] so furnished may be copied or otherwise reproduced, repackaged, further transmitted, transferred, disseminated, distributed, redistributed, sold, resold, leased, rented, licensed, sublicensed, altered, modified, adapted, or stored for subsequent use for any such purpose, in whole or in part, in any form or manner or by any means whatsoever, by Subscriber or any other person or entity, without Client’s prior written consent (or that of Client’s licensors, as applicable).

Subscriber acknowledges that Moody’s retains all rights, title, and interest in and to the Data and that use of the Data is strictly limited to the purposes expressly authorized under this Agreement.

  1. No Warranties; Limitation on Liability; Liability Cap; Not a Real-Time Service

All [INFORMATION] furnished pursuant to this Agreement is obtained by Client from sources believed to be accurate and reliable. However, because of the possibility of human and mechanical error as well as other factors, all [information] is provided “as is” without warranty of any kind. Client (and Client’s licensors, including Moody’s), in particular, expressly disclaim all representations and warranties to Subscriber or any other person or entity with respect to the [information], express or implied, and whether oral or written, including without limitation:

  • (a) any warranty as to the accuracy, timeliness, completeness, or the results to be obtained from use of the [information];
  • (b) the implied warranties of non-infringement, merchantability or fitness for a particular purpose, even if Client has been informed of such purpose; and
  • (c) any warranties arising by implication or from course of performance, course of dealing, or usage of trade.

Subscriber acknowledges that the [INFORMATION] is not a real-time service and may be delayed.

To the extent permitted by law, under no circumstance shall Client (or Client’s licensors, including Moody’s) have any liability to Subscriber or any other person or entity for any loss, damage, or other injury, in whole or in part caused by, resulting from, or relating to any error or omission in, or use of, [INFORMATION], including any indirect, special, consequential, incidental, or compensatory damages (including, without limitation, lost profits), even if Client or Moody’s has been advised of the possibility of such damages. The total liability of Client or Client’s licensors in the aggregate shall not exceed the fees actually paid by Subscriber to Client within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.

  1. Securities Disclosures

Credit ratings issued by Moody’s Investors Service, Inc. and its ratings affiliates (“MIS”) are Moody’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities, and credit ratings and research publications published by Moody’s (“Moody’s Publications”) may include Moody’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. Moody’s defines credit risk as the risk that an entity may not meet its contractual financial obligations as they come due and any estimated financial loss in the event of default. Credit ratings do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility. Credit ratings and Moody’s opinions included in Moody’s Publications are not statements of current or historical fact. Moody’s Publications may also include quantitative model-based estimates of credit risk and related opinions.

DISCLOSURES AND lEGAL INFORMATION PER JURISDICTION

Symbiotics Netherlands

Symbiotics Netherlands B.V. (“SYNL”) is a company incorporated and organized in the Netherlands having its registered office at Meester Treublaan 7, 1097 DP Amsterdam, the Netherlands. SYNL is an investment firm authorized and regulated by the Dutch Authority for the Financial Markets (“AFM”). SYNL is a fully owned subsidiary of Symbiotics Investments SA and acts as its placement agent as per the Intercompany Services Agreement dated 1 July 2022.

Under the aforementioned agreement and in accordance with the Markets in Financial Instruments Directive II (“MiFID II”), SYNL places a series of notes to “professional clients” from a bond-issuance program called Micro, Small & Medium Enterprises Bonds S.A and sponsored by Symbiotics Investments SA. Symbiotics Investments SA earns certain fees in relation to its capacity as servicer and calculation agent, which are part of the up-front fees and ongoing expenses. Symbiotics Investments SA indemnifies SYNL for the entire costs and expenses for placing the series of notes. SYNL does not charge its professional investment clients any fees, costs, or expenses with regard to the order transmission services in connection with a series of notes. For the avoidance of doubt, the User shall become a client of SYNL once the User has been informed of the Terms of Use and Symbiotics has requested SYNL to perform services under the Intercompany Services Agreement. SYNL may grant or receive minor non-monetary payments from third parties, in line with the applicable rules and regulations thereon. This includes receiving and making use of research that SYNL characterizes as minor non-monetary payment. For more information, please consult the Micro, Small & Medium Enterprises Bonds S.A. Base Offering Memorandum.

  • Order passing 0 %
  • Third party payment received by SYNL 0 %

As a licensed investment firm, SYNL prioritizes having a prudent and sound remuneration policy. SYNL applies the proportionality principle. With a view to its small size, low risk profile, low risk appetite, and the conservative (non-aggressive) strategy, SYNL has chosen to apply proportionality to the remuneration requirements where possible. Various remuneration components are combined to ensure an appropriate and balanced remuneration package. The remuneration components are:

  • Fixed Remuneration, based on the role and position of the staff member, including professional experience, responsibility, job complexity and local market conditions;
  • Performance based variable remuneration;
  • Pension schemes, where applicable; and
  • Other benefits in kind, where applicable.

For 2024 the variable remuneration amounted to EUR 13,475.

Symbiotics Netherlands offers its Staff Members located in the Netherlands a basic mandatory pension scheme. No additional performance related contributions can or will be made and there will be no link whatsoever between variable remuneration and the pension scheme. A claw back or malus mechanism will apply. Any part of a variable remuneration which is unjustified in hindsight, can be lowered or clawed back. SYNL (and Symbiotics Investments SA when determining the variable remuneration) fully takes into account the interests of all SYNL clients, with a view to ensuring that clients are treated fairly. Their interests may not be impaired by the remuneration practices adopted in the short, medium, or long term. Remuneration may not create a conflict of interest or incentive that may lead staff members to favor their own interests or SYNL’s interests to the potential detriment of any client.

Symbiotics France

Symbiotics France SA (“SYFR”), a société anonyme (“S.A.”) with a capital of EUR 400,000, qualified as a gestionnaire de fonds d’investissement alternatifs under the AIFM Directive and supervised by the French Autorité des Marchés Financiers (AMF), under the number GP-20000018. The registered office is located at 11, avenue Delcassé F-75008 Paris and is registered at the Paris trade and companies register under the number RCS 879 133 874.

SYFR is the Fund Management Company of the Symbiotics SICAV II, a Luxembourg S.A. qualifying as undertaking for collective investment under part II of the UCI Act. The Fund is located at 5, allée Scheffer, L-2520 Luxembourg and is registered at the Luxembourg Register of Commerce and Companies under number B 233748. The Fund is an umbrella fund having separate Sub-Funds, each of which is represented by one or more Classes/Sub-Classes. For the purposes of this marketing material, “the Fund” means the sub-fund of the fund referred to and “the share” designates either “the unit” or “the share”, depending on the legal form of the fund.

All projections, forecasts and estimates of returns and other “forward-looking” information that are not purely historical in nature, include financial projections and estimates and are based on assumptions that are unlikely to be consistent with and may differ materially from actual events or conditions. This forward-looking information only illustrates hypothetical results under certain assumptions and does not reflect actual investment results and does not guarantee future results. Actual results will vary over time, and variations can be significant. SYFR believes that the expectations reflected in these forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks, known or unknown, uncertainties and other factors, which may be beyond the Company’s control, and which may cause actual performance to differ materially from that expressed or implied in such statements forward-looking statements.

No securities of SYFR have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any state securities law, and the Company’s securities may not be offered or sold in the United States (or to, or on behalf of or for the benefit of, persons in the United States) except under an exemption of, or a transaction not subject to the registration requirements of the U.S. Securities Act.

As a Fund Manager of EU-domiciled investment Funds, the Company is bound by the United Nations Sustainable Development Goals and associated regulations such as the (EU) 2020/852 and the (EU) 2022/1288 of 6 April 2022.

The (EU) 2019/2088 introduces obligations related to disclosures at entity and product level, including pre-contractual and periodic disclosures. These disclosures are required to ensure that investors have greater transparency before investing in a financial product or soliciting investment advice. The Company has classified its financial products under Article 9 (EU) 2019/2088, meaning that its AIF target a sustainable investment objective that is defined, and which achievement is monitored.

SYFR applies the global Proportionality Principle defined in the AIFM Directive, given the following:

  • Amount of the assets under management;
  • Number of employee (less than 10).
  • Proportion of the variable remuneration compared to the global remuneration of the risk-takers; and
  • Type of portfolio strategy. An analysis was conducted to identify the risk-takers. Please refer to section “Identified Personnel”.

Given these elements, SYFR considers meeting the criteria for the Proportionality Principle, and therefore does not plan to implement the following principles as defined by the AIFM Directive:

  • Deferred Payment;
  • Payment in units of managed funds;
  • Risk adjustment clause.

Symbiotics UK ltda

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