Symbiotics - Terms of use

Introduction
Symbiotics SA (“Symbiotics”) is a Swiss Asset Manager of collective investment schemes, licensed by the Swiss Financial Market Supervisory Authority (“FINMA”) and focused on microfinance and impact investment services, offering research, structuring, advisory, and management services to specialized investment funds and asset managers. Symbiotics owns and operates www.symbioticsgroup.com (hereinafter “the Website”). By accessing and/or using the Website, the User (defined below) consents to abide by these Terms of Use and all applicable laws and regulations. The Information 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.

 

Access and security
At the discretion of Symbiotics, only qualified eligible users according to applicable laws and regulations (a “User” or the “Users”) should access the Website. Services offered by the Website are not suitable for all persons. The User also authorizes Symbiotics to modify the practical and technical operation of the Website inter alia the security arrangements permitting connection to the Website in order to take into consideration technological developments. The User undertakes to adhere strictly to the procedure for accessing the Website as indicated by Symbiotics, and to all the instructions for use posted on the Website or communicated to the User in any other way. The User shall check at each connection that the communication is secure. In the event that this procedure or these 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 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 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. The sole purpose of the information contained in the Website is to assist the User in deciding whether they wish to proceed with a further investigation of a possible investment transaction. It is not intended to form the basis of any investment decision or any decision to purchase a participation in or lend to a borrower.

 

The User remains solely responsible for any investment decisions, and for the necessary care, diligence, and investigations to reach a reasonable investment decision. Information displayed on the Website contains material that may be interpreted by the relevant authorities in the country where the User is viewing the content as financial promotion or an offer to purchase securities. 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 the User’s position under the laws of the country in which the content of the Website is being viewed, then the User should seek clarification by obtaining legal advice from a lawyer practicing in the country of residence or in the country in which the content of the Website is being viewed before accessing the Website.

 

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.

 

Data quality
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 express or implied warranty regarding such information or data, and hereby expressly disclaims all legal 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
The Website is the intellectual property of Symbiotics. 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 of Switzerland (i.e. Loi fédérale suisse du 9 octobre 1992 sur le droit d’auteur et les droits voisins) and other countries. Any copying, republication, or redistribution of the Website content, including by caching, framing, or any other means, is expressly prohibited without the prior written consent of Symbiotics. 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 the content 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 is 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, including any client stories, are the exclusive property of Symbiotics. The information and opinions expressed in the text 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 in a manner that does or could compete with any business or product of Symbiotics and any of its affiliates, 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 clause shall remain in full force and effect.

 

Liability and indemnification
Under no circumstances, including but not limited to negligence, shall Symbiotics 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. In particular, Symbiotics shall not be liable for (i) the performance of any of the borrower’s duties and obligations under any loan agreements, including but not limited to delay in payment under a loan agreement, and; (ii) the assignment or resale of transactions by Users on the secondary market.

 

The User agrees, at the User’s own expense, to indemnify, defend and hold harmless Symbiotics, and its employees, representatives, suppliers, affiliates, and agents, against any claim, suit, action, or other proceeding brought against Symbiotics, its employees, representatives, suppliers, affiliates, and agents, by a third party, to the extent that such claim, suit, action, or other proceeding brought against Symbiotics 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 his 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 computers (or account, where applicable) infringes any intellectual property right or any confidentiality right of any third party, or any right of personality or publicity, 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 computers (or account, where applicable).

 

The Website may include links to third-party websites. 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 hold sole responsibility for the content of these websites.

 

Viruses, hacking and other offences
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 will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect the Users computer equipment, computer programs, data or 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.

 

Linking to our Website and scraping
Users may not 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 our 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 using this Website, the User agrees to be bound by the most recent version of these Terms of Use.

 

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. Any legal disputes arising out of or in connection with the Website and its use shall be submitted to the exclusive jurisdiction of the courts of Geneva.

 

Symbiotics Netherlands Required Disclosures
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 and acts as Symbiotics’ placement agent as per the Placement and Outsourcing Agreement dated 18 March 2019.

 

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. Symbiotics 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 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 Placement and Outsourcing 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.

 

The variable remuneration component for individuals working under the responsibility of SYNL will not exceed 20% of the fixed remuneration that individual received in that year. For 2019 variable remuneration amounted EUR 9,643, or 4.8% of gross salary for 2 persons in total 1,8 FTE.

 

SYNL will offer its staff members 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 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.


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