SICTIC is a Swiss non-profit association with its place of business at Stockerstrasse 44 in 8002 Zurich, Switzerland (“SICTIC”, “we“, “our” or “us“).
The investor as defined in the registration procedure to be executed under the website www.sictic.ch (the “Investor” or “you”) is interested in investing in startups made accessible by SICTIC (the “SICTIC Startup”).
SICTIC is willing to support the Investor (each a “Party” and together the “Parties”) in the search for startups for the purpose of investment, as well as in other respects, in accordance with the terms and conditions of the Agreement entered into by and between the Parties.
These general terms and conditions (the “GTC”) are together with its Appendices integral part of the Investor Agreement (the “Agreement”).
The Investor understands and accepts that SICTIC is entitled to change the Agreement at any time in its free discretion. SICTIC will inform the Investor of the changed Agreement prior to such change. In case the Investor does not accept the changed Agreement, the Investor may not have access to certain information and platforms provided by SICTIC anymore and SICTIC is entitled to terminate the Agreement with immediate effect.
The Agreement between the Parties is notwithstanding any other provision of the Agreement always subject to the explicit consent by SICTIC. If the Investor does not receive an email from SICTIC accepting the Agreement with the Investor, there is no Agreement concluded between SICTIC and the Investor.
If there is already an agreement in place between the Parties concerning the subject matter of the Agreement (the “Former Agreement”), the Agreement shall replace the Former Agreement, provided that any fees paid under the Former Agreement shall be considered under the Agreement.
2. Obligations of SICTIC
Within the scope of the Agreement, SICTIC agrees in particular to fulfil the following obligations:
- SICTIC is constantly seeking investment opportunities with Swiss startups the business model of which have a connection to information and communication technologies.
- SICTIC shall make available to the Investor documents on the investment opportunities, if possible online. When using a dealflow platform for the dissemination of the documents, individuals shall receive one account and Professional Investors up to three accounts for access. In each case SICTIC, at its discretion, shall select the most appropriate information channel for access to the documents.
- SICTIC will make available to SICTIC Investors promotional codes for events where SICTIC is the main organiser, offering discounts in the range of 0-100% off regular ticket prices. Since the number of places is limited, the investor must register for each participation in a timely manner. Individuals are entitled to one discounted ticket per event, Professional Investors to a maximum of three discounted tickets per event.
3. Obligations of the Investor
Within the scope of the Agreement the Investor agrees in particular to fulfil the following obligations:
- The Investor shall pay SICTIC the fees due pursuant to the current SICTIC Price List (cf. Appendix 1) timely.
- The Investor shall always comply with the current version of the SICTIC Code of Conduct (cf. Appendix 2).
- The Investor agrees to inform SICTIC immediately of any change of name, email or mailing address and any change of its status (Investor or Professional Investor).
- The Investor agrees to refrain from any activities and actions that are contrary to the interests of SICTIC. The investor will not send mass email to our other investors without their prior approval.
- DO NOT FORWARD policy: The Investor shall not forward any non-public information on SICTIC Startups received from SICTIC to other persons.
- CONFIDENTIALITY policy: The Investor shall treat the non-public information on SICTIC Startups received from SICTIC as confidential and shall protect these from access by third parties by means of suitable technical and organisational measures.
- The Investor agrees that the minimum amount per Investor for investments in a SICTIC Startup is CHF 20’000.-. For Professional Investors, the expected minimum investment in a SICTIC Startup is CHF 50’000.-.
In order to avoid misunderstandings: Non-public information within the meaning of this Section 3 includes in particular information that SICTIC provides access to, including but not limited to the SICTIC dealflow platform, document storage, communication platform or any communication that is explicitly labeled as confidential.
SICTIC may amend the SICTIC Price List and the SICTIC Code of Conduct from time to time.
In no event is the Investor obliged to invest in a SICTIC Startup. There is no requirement to invest, nor any investment recommendation by SICTIC. SICTIC merely makes the information on potential startups available. Each investment is to be made at the Investor’s free will and based on an opinion formed by the Investor himself.
SICTIC will from time to time provide the Investor with a survey form concerning investments in SICTIC Startups. SICTIC expects that the Investor completes and sends back such survey forms to SICTIC in a timely manner. Moreover, SICTIC expects that the Investor proactively informs SICTIC of (i) any investment in a SICTIC Startup and (ii) the role of the Investor in the concerned deal (i.e. whether the Investor was a lead investor or not).
If it turns out that the Investor qualifies as a Professional Investor and the Investor did not inform SICTIC thereof timely, then SICTIC is entitled to (i) terminate the Agreement with immediate effect according to Section 6 below and (ii) charge the Investor retroactively the fees to be paid by a Professional Investor for the time the Investor qualified as a Professional Investor.
4. Exclusion of liability and warranty
The Parties shall be liable to one another in connection with the Agreement solely for damage caused intentionally and through gross negligence. The liability for auxiliary persons shall be excluded. Any other liability, for damage in direct or indirect connection with the Agreement, is excluded to the extent this is legally permissible. This exclusion of liability shall apply irrespective of the cause in law based on which the damage is asserted.
The Investor is obligated to verify himself whether or to what extent he wishes to, can, and is permitted to invest in the SICTIC Startup. SICTIC assumes no warranty with respect to the correctness and completeness of the information on the SICTIC Startup that the Investor has received from SICTIC or from a third party. All warranties by SICTIC in connection with a SICTIC Startup and the Agreement are excluded.
5. Term and termination
The Agreement is concluded by the Parties for an indeterminate term.
The Agreement may be terminated by either Party subject to a notice period of at least six months effective as of the end of the respective calendar year. Each Party reserves the right to extraordinary termination with immediate effect for cause.
In the event of a termination of the Agreement for any reason whatsoever, in particular the CONFIDENTIALITY policy and the DO NOT FORWARD policy agreed upon between the Parties shall remain applicable without changes.
6. Final provisions
If the Agreement is entered between SICTIC and a legal entity, the person providing data in the registration procedure to be executed under the website www.sictic.ch confirms that he/she is authorized to enter into the Agreement for such legal entity.
Rights and obligations under the Agreement may be transferred to third parties only with the consent of the respective other Party. The same applies with respect to transfer of the entire Agreement to a third party or a third party joining the Agreement as a party hereto.
It is the Parties’ intent to remain independent, and the Agreement is not intended to lead to a simple partnership (“einfache Gesellschaft”) under Swiss law or any other partnership affiliation between the Parties.
Should one or more of the provisions of the Agreement be or become invalid or ineffective, the remaining parts of the Agreement shall remain unaffected thereby. In the event of the invalidity or ineffectiveness of one clause, that clause is to be replaced by one that comes as close as possible to the economic purpose of the invalid provision.
The Investor has the right to withhold payments or to set them off with counter-claims only to the extent that its counter-claims are undisputed or have been finally adjudicated.
Should one Party not exercise any of the rights to which it is entitled under the Agreement, or not do so in a timely manner, this shall not lead to the forfeiture or loss of these rights. The non- or late exercise of a right shall in no case lead to the fact that this right can no longer be exercised.
Subject to any separate confidentiality agreements that may exist between the Parties or individual startups, the Agreement includes the entire agreement by the Parties with respect to the subject matter of the Agreement. All amendments or supplements require written form (including emails). This shall also apply in particular for this written form clause.
Substantive Swiss law is applicable. The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is Zurich.
Appendix 1: SICTIC Price List
Last revised: August 15th, 2019.
SICTIC is entitled to adjust the following fees at any time and at its discretion. Adjustments of fees will be announced to the Investors by email no less than 30 days before they become effective, and will never be retroactive. If the Investor does not agree to an increase in fees, the Investor may initiate extraordinary termination of the Agreement within 30 days after the respective fee notice, effective immediately.
The following fees shall be due:
- Acceptance fee (one time, payable upon acceptance as an Investor):
- CHF 250.00 excl. VAT (waived if referred by a SICTIC Investor or special promotions)
- Annual fee (recurring every 12 months, payable in advance)
- CHF 500.00 excl. VAT (for one representative/account)
- CHF 2’500.00 excl. VAT (for Professional Investors for a maximum of three representatives/accounts)
Special rates for active FINTECH Circle (London, UK) or Business Angels Club Liechtenstein (BACL) members: We waive both the acceptance fee and the annual fee for active members of one or both of these business angel clubs. Upon termination of the membership with them, the SICTIC Investor will be converted to pay regular annual fees (no acceptance fee will be charged upon conversion).
The annual fee as set out above is due for each calendar year. If an Investor signs the Agreement during a calendar year, the annual fee shall be paid on a pro rata basis for the remaining full months of the calendar year. All invoices of SICTIC shall be paid within 30 days.
Note: SICTIC charges no finder’s, brokerage, investment or exit fees, nor does SICTIC co-invest. Fees already paid will not be reimbursed in the event of withdrawal mid-year. We require that investors in the SICTIC Investor Community also do not charge investment commissions to startups found through SICTIC.