Version 1.4 – March 2026
These General Terms and Conditions ("GTC") apply to access and use of the crowd investing platform available at www.oomnium.com and the associated services ("Platform") provided by OOMNIUM AG, Gartenhofstrasse 17, 8004 Zurich Switzerland ("OOMNIUM"). OOMNIUM is a financial intermediary supervised by the Association for Quality Assurance in Financial Services (VQF).
In order to access and use the Platform, the user (each a "User" and collectively the "Users") must accept and comply with these GTC.
OOMNIUM reserves the right to amend these GTC, the Platform, parts thereof, or related services from time to time or to discontinue the Platform or parts thereof temporarily or permanently at any time at its own discretion. The User should review the GTC regularly. The User's continued use of the Platform after a change constitutes acceptance of the new GTC.
If the User does not agree to these T&Cs or changes to the T&Cs, they are prohibited from accessing and using the Platform.
The purpose of the Platform is to build a community and enable transactions relating to financial instruments, such as shares or participation certificates, which may be issued or transferred as ledger-based securities ("Tokens") or be the subject of a convertible loan agreement ("CLA") (collectively, "Shares"). After concluding a separate agreement with OOMNIUM, companies ("Companies") can initiate crowd investing projects ("Campaigns") via the Platform, in which Users can purchase Shares. OOMNIUM reserves the right to select Companies and Campaigns offered via the Platform at its own discretion. Rights and obligations associated with Tokens are described in detail in additional documents provided by the Company, such as the registration agreement.
Campaigns may cover both the issuance of newly created Shares in the context of a capital increase and the sale of existing Shares already held by the Company ("Treasury Shares"). In all cases, the Company acts as the issuer or seller of the Shares. OOMNIUM does not act as purchaser, acquirer, or owner of the Shares at any time, either temporarily or permanently. The transfer of ownership of the Shares always takes place directly between the Company and the respective User as investor.
To the extent that a Campaign is subject to an obligation to publish a prospectus or other offering documents under applicable law, the responsibility for this lies exclusively with the Company as the offeror of the Shares. OOMNIUM neither reviews the existence of such an obligation nor compliance therewith and accepts no responsibility in this regard vis-à-vis the User.
Each Campaign is available for a defined period and is subject to the conditions set by the Company or OOMNIUM, such as a minimum amount that must be reached ("Soft Cap") and a maximum amount that can be invested in total ("Hard Cap").
Through the operation of the Platform, OOMNIUM does not offer any advice regarding the appropriateness and suitability of the respective financial instrument or the respective investment for the respective User with regard to their investment objectives, investment experience, and level of information. OOMNIUM accepts no responsibility for the decision-making process or the decision of a User or for the conclusion and consequences of transactions concluded via the Platform. Each User is responsible for ensuring that they make decisions about transactions based on their own careful and independent review and evaluation of the respective transaction and that they obtain appropriate professional financial, legal, and tax advice in a timely manner. OOMNIUM provides the information of the Companies without further review or approval and is in no way responsible for the accuracy, timeliness, or completeness of the information relating to Campaigns.
All Users can view the available Campaigns, although certain information may be reserved for registered Users. In order to invest in Campaigns, the User (or an authorised person in the case of companies) must register and successfully complete all necessary customer identification and anti-money laundering ("KYC") checks. OOMNIUM reserves the right to exclude Users from certain countries at its own discretion, either completely or from individual Campaigns.
In order to register, Users must:
The User will only be granted full access to the Platform, including the ability to invest in Campaigns, after successful verification and KYC. OOMNIUM may refuse or revoke a User's registration at its own discretion and without giving reasons, e.g., if the KYC is not successful or if doubts arise later about the accuracy of the information provided. Each User may only register one account on the Platform.
All information provided by the User must be complete, accurate, and truthful at all times. If the User's information changes, the User must update it immediately. OOMNIUM may, from time to time, ask the User to confirm the accuracy of the information provided and may request further evidence.
After successful registration and KYC verification, the User can invest in active Campaigns by selecting the investment amount in Swiss francs (CHF) (the "Investment Amount"), respectively the desired number of Shares, and transferring the Investment Amount to OOMNIUM using the payment methods available on the Platforms.
OOMNIUM may, at its sole discretion, change the available payment methods and refuse payments or certain payment methods. Transaction and conversion fees shall be borne by the User. If the Investment Amount paid by the User differs from the amount actually received by OOMNIUM, the number of Shares allocated will be rounded down to the nearest whole number, or the loan amount will be adjusted accordingly.
Participation in the Campaign is on a "first come, first served" basis. If the Soft Cap set for the respective Campaign is not reached, the Investment Amount will be refunded to the User. In the event of oversubscription (exceeding the Hard Cap) or rounding down, the unallocable surplus amount will be refunded to the User if the difference exceeds thirty (30) Swiss francs (CHF). All costs and expenses associated with the repayment shall be borne by the User.
The confirmation of the Investment Amount constitutes an offer by the User to purchase Shares at the specified price per Share or an offer by the User to grant a CLA. The Company is free to decide whether or not to accept the offer. If the offer is rejected, OOMNIUM will refund the Investment Amount to the User.
The Investment Amount is held by OOMNIUM on a non-interest-bearing basis and exclusively for the purpose of processing the respective Campaign. OOMNIUM forwards the Investment Amount to the Company after successful completion of the Campaign – less the agreed commission – or refunds it to the User in the event that the Campaign does not materialise. In either case, the amount will be forwarded or refunded within sixty (60) days of receipt.
To the extent that OOMNIUM holds client funds for more than sixty (60) days in connection with individual Campaigns and thereby accepts public deposits within the meaning of Art. 6 para. 2 of the Banking Ordinance (BankV; SR 952.02), this activity is carried out under the sandbox exemption provided therein. Within this framework, public deposits per Campaign are accepted only up to the applicable statutory threshold of CHF 1'000'000.
The User acknowledges that OOMNIUM is not subject to the supervision of the Swiss Financial Market Supervisory Authority (FINMA) and that there is no protection by the deposit guarantee scheme within the meaning of Art. 37a et seq. of the Federal Act on Banks and Savings Banks (BankA; SR 952.0). The User acknowledges that client funds held at OOMNIUM may, in the event of OOMNIUM's insolvency, fall in whole or in part into the insolvency estate.
In the event of a refund, the User must provide their bank account details to the specified contact address (email address) upon first request. If the User does not provide their bank account details within thirty (30) days of this request, the investment amount shall be forfeited and OOMNIUM shall be entitled to use the Investment Amount without further consideration to the User.
After the successful completion of a Campaign in which the Shares are issued as Tokens, the Tokens will be created in accordance with the information on the Platform (e.g., in the case of Shares, through a capital increase and subscription by means of a power of attorney issued by the User), unless they already exist.
In order to receive the Tokens, the User must provide an Ethereum (ERC-20)-compatible address over which they have power of disposal and authorisation ("Recipient Address"). It is the sole responsibility of the User to ensure that a correct Recipient Address is provided. OOMNIUM or the Company may request additional information for the delivery of the Tokens.
The Tokens will be transferred directly from the Company to the specified Recipient Addresses. Upon transfer to the Recipient Address, the Company's obligation is fulfilled, regardless of whether the User has actually obtained control over the Tokens. OOMNIUM is not involved in transferring the Tokens and does not own the Shares at any point.
If the User does not provide a valid Recipient Address, the Company may, at its own discretion, refund the Investment Amount or make the Tokens available to the User at the User's expense (e.g., by sending a hardware wallet to the specified postal address). It is the sole responsibility of the User to provide correct contact details.
In Campaigns in which the Shares are not issued as Tokens – regardless of whether they are newly created shares in the context of a capital increase or Treasury Shares – the transfer of the Shares takes place directly between the Company and the User in accordance with the applicable corporate and securities law provisions. OOMNIUM does not become the owner of the shares at any time. The Company is responsible for the timely and legally compliant transfer of the shares to the User.
In connection with Campaigns in which the User makes their investment as a CLA, the Company undertakes to conclude a CLA with the User. This regulates, among other things, the loan amount, the term, the interest rate, the conversion rights, the conversion conditions, any collateral, and other conditions.
The conclusion of a CLA is exclusively between the Company and the User. OOMNIUM is not a party to the contract in this context and accepts no responsibility for the content, conclusion, or execution of the CLA.
The User acknowledges that the CLA can be generated automatically by the Platform and that they are responsible for reviewing it carefully before concluding it. If necessary, they must seek independent legal or tax advice.
OOMNIUM shall use reasonable care and expertise to operate the Platform and keep it free from viruses and other harmful software. OOMNIUM may provide Users with information, data, and documents via the Platform that OOMNIUM has received from Users or Companies, and is entitled to rely on the accuracy of this information, data, and documents. OOMNIUM does not guarantee or accept any liability for the accuracy, completeness, or timeliness of the information, data, and documents provided by Users or Companies.
OOMNIUM has all the necessary authorisations for the operation of the Platform and is subject to supervision by a self-regulatory organisation for compliance with money laundering regulations. This may include the exchange of information with authorities about individual Users and transactions, insofar as this is necessary or required by law or official orders.
OOMNIUM reserves the right to commission subcontractors or third-party providers to provide parts of the Platform. OOMNIUM is only liable for the careful selection of the commissioned third parties.
OOMNIUM is entitled to exclude a User from using the Platform at any time at its own discretion, in particular if, for example:
The User undertakes to use the Platform in accordance with these GTC and the legal obligations applicable at their place of residence. The User is responsible for entering and maintaining data and information when using the Platform. Access to and use of the Platform is at the User's own risk and may result in significant or complete loss of assets. It is the sole responsibility of the User to assess the viability, risks, and suitability of an investment.
The User warrants that access to and use of the Platform is fully compliant with all applicable laws and regulations and that the User will not access or use the Platform to carry out, promote, or otherwise facilitate illegal activities. The User further confirms that they are not resident in a country where access to or use of the Platform is prohibited or may be prohibited.
The User is obliged to keep their access data secret and not to disclose it to third parties. The User is obliged to inform OOMNIUM immediately of any circumstances that could endanger the Platform or be relevant to it, as well as of any misuse or suspected misuse of the Platform or the User's access data.
In addition to the other restrictions set out in these GTC, the User is expressly prohibited from:
It is the sole responsibility of the User to determine whether a transaction carried out on or in connection with the Platform has tax implications for the User, including, for example, withholding tax and income tax. It is also the sole responsibility of the User to withhold, collect, declare, and pay the relevant taxes to the competent tax authorities.
10.1. Direct contractual Relationship
With regard to participation in the Campaign or the purchase of Shares, a direct contract is concluded between the User and the Company (the "Investment Contract"). This applies regardless of whether the Shares are newly issued in the context of a capital increase or transferred directly by the Company as existing Treasury Shares. OOMNIUM acts solely as infrastructure provider. OOMNIUM is not a party to the contract and is not liable in any way arising from or in connection with the Investment Contract.
Unless expressly stated otherwise by the Company in the information or documents provided for the respective Campaign, the following provisions shall apply to the Investment Contract.
10.2. Representations & Warranties Company
Beyond the delivery of Tokens to the Recipient Address and unless otherwise expressly stated in the Campaign information, the Company and its shareholders, to the extent permitted by law, exclude all representations or warranties in relation to Shares.
10.3. Representations & Warranties Investor
The User as investor represents and warrants at the time of conclusion of the contract that he/she/they:
Either party may terminate these GTC at any time with immediate effect. Termination shall not affect the rights, obligations, or liabilities of either party arising prior to termination or continuing beyond termination, including the obligation to pay the Investment Amount if the User has committed to do so prior to termination.
The Platform and all content, data, information, and materials contained therein are provided "as is" and "as available" without any warranties or representations of any kind. OOMNIUM regularly performs maintenance or improvements to the Platform and its infrastructure, but does not guarantee that the Platform will function without interruptions or disruptions. The User acknowledges that this may result in temporary delays and interruptions from time to time.
The User further acknowledges and agrees that OOMNIUM does not guarantee any specific function of the Platform and cannot be held liable for the incompatibility of the information published on the Platform with the User's intended purposes or for any damages resulting therefrom. In particular, OOMNIUM is not responsible or liable for the timeliness, accuracy, completeness, or quality of the information provided by the Companies for the respective Campaigns or for any misuse of the information by third parties. Neither the Platform nor the information or data contained therein constitute financial, investment, tax, legal, accounting, or other advice.
The Platform may contain statements that are "forward-oriented statements." OOMNIUM is not obligated to update or revise any forward-oriented statements, whether as a result of new information, future events, or otherwise, and does not guarantee the accuracy of such statements.
To the extent permitted by law, the liability of OOMNIUM, its affiliates or its directors, employees, contractors, service providers or representatives is limited to intent, gross negligence and personal injury. Any further liability of OOMNIUM for any reason is expressly excluded, including any liability for economic, personal, or intangible damage resulting from the use of the Platform by the User, as well as liability for technical transmission delays or failures.
The User agrees to indemnify OOMNIUM against any liability, costs, claims, causes of action, damages, and expenses arising in any way in connection with a breach by the User of any of the provisions of these GTC.
OOMNIUM retains all rights to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property rights and other rights to the Platform or parts thereof, including its own content on the Platform.
The Company retains all rights, titles, and interests in its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property rights, and other rights to the Company's information and content contained in the Campaign.
Users have the temporary, revocable right to use the Platform and Campaign information exclusively for informational purposes relating to the Campaigns and the processing of investments.
OOMNIUM collects and processes personal data as described in the privacy policy available at Privacy Policy. OOMNIUM protects the personal data collected by appropriate technical and organisational measures and in accordance with the applicable data protection laws of Switzerland.
The User acknowledges that Tokens are issued on a public blockchain, which is pseudonymous and not anonymous, meaning that any person who is able to link the User's Recipient Address to the respective User can view all of the User's Token holdings at that Recipient Address.
Notifications: Notifications must be made in writing and addressed to:
No assignment: The User is not entitled to assign their rights, obligations, or claims arising from this contract without the prior consent of OOMNIUM.
Severability clause: Should any provision of these GTC (in whole or in part) be declared unlawful, invalid, or otherwise unenforceable, the remaining provisions shall remain in full force and effect mutatis mutandis.
Conflict with additional terms and conditions: Special terms and conditions or agreements may apply to certain websites or parts of the Platform. In the event of a conflict between these GTC and special terms and conditions, the special terms and conditions shall prevail.
Links: The Platform may contain third-party content or links to third-party websites. OOMNIUM accepts no responsibility and makes no representations or warranties with regard to third-party content or websites, including, but not limited to, their accuracy, quality, or timeliness.
Applicable law and place of jurisdiction: These GTC are governed by the substantive law of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the jurisdiction of the ordinary courts at the registered office of OOMNIUM.