1. Scope

1.1. BX Swiss AG, Talstrasse 70, 8001 Zurich, Switzerland (hereinafter “BX Swiss”) operates a Registration Office approved by the Swiss Financial Market Supervisory Authority (FINMA) in accordance with Article 31 of the Swiss Financial Services Act (FinSA) and a Prospectus Review Office approved by FINMA in accordance with Article 52 FinSA.

1.2. Via its website www.regservices.ch, BX Swiss operates online platforms (i) for the submission of applications for the review of prospectuses in accordance with Article. 51 et seq. FinSA (including reportable prospectus supplements) and (ii) for the submission of applications for the entry of client advisors in the Client Advisor Register in accordance with Article 29 FinSA (including reportable amendments).

1.3. BX Swiss owns and operates the website www.regservices.ch as well as the associated online platforms where it offers paid and free services in connection with (i) the examination of prospectuses that must be published as part of a public offer of financial instruments or admission to trading in Switzerland, and (ii) maintaining a Client Advisor Register for client advisors.

1.4. These Terms of Use apply to all products and services offered on www.regservices.ch.

1.5. The Terms of Use apply regardless of whether users use the products and services of BX Swiss via the website, via mobile applications (apps), or in any other way.

2. Use of the services of regservices.ch

Among others, the following services of BX Swiss are available to users free of charge:

2.1. Registration Office:

Public Client Advisor Register: Users may search in the public Client Advisor Register for client advisors who have been entered in the Client Advisor Register of the Registration Office.

2.2. Prospectus Review Office:

Users may retrieve and access the following lists published by the Prospectus Review Office:

1. list of approved and/or deposited prospectuses and approved and/or deposited supplements,
2. list of facts which are not subject to approval (Article 56 para. 4 FinSA),
3. list of the accounting and financial reporting standards generally accepted by the Prospectus Review Office (Article 51 para. 2 Financial Services Ordinance FinSO),
4. list of countries (and, if applicable, the competent authorities) whose prospectus approval is recognised in Switzerland (Article 54 para. 3 FinSA), and
5. list of the foreign trading venues recognised by the Prospectus Review Office or of the recognised trading segments of such foreign trading venues,
6. publications in electronic form of those prospectuses and supplements which are to be published on www.regservices.ch (not mandatory), or

 Generally:

1. Newsletter: Users receive newsletters on topics related to the Prospectus Review Office, Registration Office and Client Advisor Register, FinSA, FinSO, and other relevant topics. Users can unsubscribe from the newsletters at any time; each newsletter contains a corresponding function for unsubscribing from the newsletters.
2. Users may create a profile by entering personal data (e.g. surname, first name, address, contact details, etc.) on the online platforms, or by submitting a written request to regservices.ch. In doing so, they become so-called “registered users”.

2.3. Among others, the following services are available to registered users for a fee:

1.  submission of applications for the examination or filing of prospectuses in accordance with Article 51 et seq. FinSA, or
2.  submission of applications for the entry, amendment or deletion as a client advisor in the Client Advisor Register in accordance with chapter 4 FinSA.

A separate registration is required for the fee-based services named under 2.3 a) and b), as the services are made available on different electronic platforms.

2.4. BX Swiss reserves the right to add new services under these Terms of Use at any time and to modify or discontinue, in whole or in part, existing services to the extent permitted by law.

3. Contract conclusion

3.1. By registering (creating a login) on www.prospectus.regservices.ch and www.register.regservices.ch, users of the online platform(s) of BX Swiss acknowledge and agree to these Terms of Use and the following Rules of BX Swiss (in their respective valid version). By reference, the following Rules become part of the agreement between BX Swiss and the registered user:

1. Rules of the Prospectus Review Office
2. Rules of the Registration Office
3. List of Fees of the Prospectus Review Office
4. List of Fees of the Registration Office

3.2. By registering and (electronically or physically) using the services listed under clause 2, the registered user agrees to and submits to the Rules of regservices.ch in their respective valid version and simultaneously accepts the applicable Lists of Fees of the Prospectus Review Office and the Registration Office of BX Swiss.

3.3. The registered user undertakes to provide only truthful information at all times and to inform BX Swiss immediately if circumstances change, or to adjust the information provided in the registered user’s account to the changed circumstances. BX Swiss reserves the right to terminate or limit the relationship with the registered user if BX Swiss becomes aware of any misstatements or false information.

3.4. BX Swiss reserves the right to terminate the contractual relationship with the registered user at any time without notice, provided there are reasonable grounds for such a termination.

4. Fees

4.1. Unless otherwise agreed, all fees according to the Lists of Fees of the Prospectus Review Office and the Registration Office are stated in Swiss franc (CHF).

4.2. BX Swiss reserves the right to adjust the fees at any time. Applicable to the registered user is the version of the List of Fees of the Prospectus Review Office and the Registration Office which is in force at the time a particular application is submitted.

5. Payment

5.1. The user is obliged to pay the invoiced amount within 10 days from the date of invoice. This does not apply if the user has already paid the amount by credit card or other payment systems integrated into the online platform when submitting the application (only for online platform “Client Advisor Register”).

5.2. If the invoice is not paid within the aforementioned payment period, the user is sent a reminder. Upon receipt of the reminder, the user is in default. From the time of default, the user owes default interest amounting to 5%.

5.3. BX Swiss reserves the right to request payment in advance without giving reasons at any time.

5.4. Offsetting of the invoiced amount against any claim the user may have against BX Swiss is not permitted.

5.5. In the event of late payment, BX Swiss reserves the right to deny further use of its online platforms.

6. Data protection

6.1. BX Swiss protects personal data in accordance with the Federal Act on Data Protection (FADP).

6.2. In connection with the services provided by the Registration Office and the Prospectus Review Office, BX Swiss collects and processes personal data. By using the services electronically or physically, the user consents to the collection and processing of the user’s personal data in accordance with the applicable data protection regulations.

7. Use of the platforms

7.1. BX Swiss guarantees the best possible use of the online platforms according to the usual standards. The user acknowledges that there may be malfunctions and temporary interruptions in the availability of the platforms (maintenance work or events outside the sphere of influence of BX). BX Swiss is not liable for cases in which the online platforms are not available as a result of third-party negligence or due to maintenance work.

7.2. In the event of a failure of the online platforms, the services of BX Swiss remain available. Any requests must be submitted in direct consultation (by phone or email) with BX Swiss.

8. Liability

8.1. BX Swiss is only liable for intentional fault and gross negligence.

8.2. BX Swiss is not liable for failures of the online platforms that fall within the sphere of influence of third parties.

9. Amendments to the Terms of Use

9.1. BX Swiss reserves the right to amend these Terms of Use at any time.

9.2. Amendments are published on the homepage www.regservices.ch.

10. Place of jurisdiction and applicable law

10.1. Place of jurisdiction and place of performance is the registered office of BX Swiss AG in Zurich, Switzerland.

10.2. The contractual relationship between BX Swiss AG and the user of the online platforms is explicitly subject to Swiss law.

11. Effectiveness / Language

11.1. These Terms of Use are effective since 1 June 2020.

11.2. These Terms of Use are also available in German. In case of contradictions between the English and the German versions, the German version is decisive.