The Artha Platform (hereinafter referred to as "Artha" or"Artha Platform" or "the Website") is an independent initiative supported by Rianta Capital Zurich based in Zurich, Switzerland. It is designed to enable more efficient due diligence or assessment ("Due Diligence") of high impact social businesses ("Social Enterprises" or "Enterprises" or "Projects") serving communities at the base of the pyramid ("BoP").
If you have any questions or need additional information, you may reach RCZ at firstname.lastname@example.org.
RCZ is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Website by any User or for any liability, cost or expense Users may incur in connection with the Artha Platform caused by any User or other Person.
All Users of the Website will be expected to conform to a code of conduct guided by the principles of transparency, trust and integrity ("Honor Code").
The Website includes features and functionality whereby a User may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the User who originates such content. RCZ assumes no obligation to monitor or control such posted or transmitted content and cannot take responsibility for such content posted or transmitted by a User. However, RCZ reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any content, and to restrict, suspend or terminate the participation of any User from the Website and from all Artha Services at any time, with or without prior notice.
Certain areas of the Artha Platform will not be freely accessible and any information related to active social businesses in India will be in protected areas of the Website, requiring passwords for access. Likewise, full Investor profiles and activity information will be protected and secure, visible only to account owners and to their chosen contacts on the Artha Platform. You may be asked to complete a form of registration in order to access certain areas of the Website ("Restricted Areas"). No charge will be requested to obtain access to the Restricted Areas. (Please see the Fees and Expenses section for a breakdown of the costs of using the Website, specifically around the closure of due diligence contracts arising from information posted on the Website.)
RCZ reserves the right to terminate your registration to the Restricted Areas and to restrict your access to the Website without notice, at any time.
You may cancel your registration with the Website at any time by sending an email to email@example.com.
Any termination or restriction shall be without prejudice to any rights accrued to RCZ up to the date of termination or restriction.
RCZ reserves the right to suspend or terminate the operation of the Website at any time for the purposes of support and maintenance or to update the information contained on the Website. RCZ is not obliged to give any notice of such termination or suspension.
See Due Diligence process (Section 8a) below for further detail on how the site operates.
RCZ will accept requests to partake on the Website contingent upon further discussions, and reserves the right to control the growth and profile of the Users at its discretion. The Artha community is formed on the basis of relationships, and it will be a general rule that new users to the Artha Platform should have had some prior contact with an existing User in order to receive an invitation to join, unless they are an entrepreneur/Promoter. The Artha Platform administrator controls access to all user requests for membership. For the purposes of the beta launch of the Website, Investors who want to access the Artha Platform must be qualified Investors within the meaning of article 10 (3) of the Swiss Collective Investment Schemes Act ("CISA"). The following are deemed to be qualified Investors; Supervised financial intermediaries such as banks, securities dealers and fund management companies; supervised insurance companies; public entities and retirement benefits institutions with a professional treasury; companies with a professional treasury; independent financial advisors that are subject to anti money laundering regulations and the code of conduct of an industry organization recognized by the Swiss Financial Market Supervisory Authority ("FINMA"); high net worth individuals holding directly or indirectly financial assets in excess of Swiss francs 2 million.)
Artha Platform User types are defined as follows:
The selection and invitation of users is at the sole discretion of RCZ RCZ does not have any ownership interest, shareholding/stakeholding, or any other monetary, investment or other financial connection to any of the independent entities invited into the Artha Platform.
All Investors engaged in the community on the Website must register their details, and agree that any contracts relating to due diligence and arising as a result of connections formed on the Website will be invoiced offline and between all parties involved in said due diligence transaction.
No payments for due diligence contracts are executed through the Website; all payments between parties for due diligence contracts must be handled offline, but made transparently so as to benefit all parties involved in a given due diligence 'share'.
The Website presents a collaborative online environment whereby Users may work together in concert to complete a due diligence report on any given social business listed in the Artha Pipeline. There are 15 standardized Due Diligence "modules" at the disposal of Users of the Website, all of which are optional and that reflect the aggregation of the due diligence methodologies of several practitioners in the sector. These modules are inclusive of a series of questions that fulfill each of the areas of due diligence query as follows: BUSINESS OPPORTUNITY, COMPANY ANALYSIS, COMPANY GOVERNANCE/MANAGEMENT, CUSTOMER BASE, FINANCIAL ANALYSIS, FINANCIAL MANAGEMENT, FUNDING STRATEGY, INDUSTRY/MARKET ANALYSIS, INVESMTENT PROPOSITION, LEGAL, RISK ASSESSMENT, SOCIAL IMPACT, TECHNOLOGY, TARGET POPULATION, and REQUIRED DOCUMENTATION CHECKLIST. Each one of these modules reflects a series of standard queries and 'information capture' fields under each of the fifteen topic headings.
The first Investor to "signal interest" in any opportunity will be considered a 'lead Investor', and will thereon determine (for a defined period of 30 days) which other Investors in the community may (or may not) join in to share in the process of Due Diligence. The Due Diligence process is split into 5 active stages, where upon an Investor signals interest, initiates Due Diligence, signals that Due Diligence is underway, signals that Due Diligence has been completed, and finally signals that an investment has been completed. The last and final stage of confirmation is comprised of signaling only, and it is important to note that funds are not uploaded, transferred or transacted in any way through the Website at anytime. Furthermore, structuring any transaction must happen offline and outside the parameters of the Website.
Three options are presented to a given Investor once initial interest is signaled in an opportunity: 1) Due Diligence may be conducted by themselves, 2) Due Diligence may be opened to a bidding/tender process involving a selected network of 3rd Parties in-country who are Users of the Website, or 3) Due Diligence may be conducted by a 3rd Party who is directly appointed. The process thereon is self-explanatory, and the system is designed to maximize communication and encourage information sharing as it pertains to impacting the transaction costs of seeing Investors achieve comfort with the social businesses the Website aims to support.
In the event that a User selects the option to either invite 3rd Parties to bid or appoint a 3rd Party entity capable of supporting the exercise of Due Diligence in a particular Enterprise, the bid process and the entities party to it function independently of RCZ and RCZ does not take responsibility in any form for the outcome of such activities.
3rd Parties receiving information about an opportunity to conduct Due Diligence on behalf of an Investor on a social Enterprise in India are responsible for their own bid in terms of content, pricing and structure. They may or may not receive acknowledgement or a response from Investors in this process. It is the responsibility of 3rd Parties to negotiate their own agreements for service rendered to the Investors and to close their own contracts (including effectuation of invoicing and payment) as they see fit. RCZ does not have any role, direct or indirect, in setting the pricing or terms for such work.
All Investors acknowledge that the conclusions drawn by all Due Diligence reports and analysis (in any form, including documents, .pdfs, Powerpoints, Excel documents, or media of any kind) posted by Users or established by a 3rd Party do not reflect recommendations of RCZ Accordingly, RCZ shall not under any circumstance be liable to any User for any loss incurred as a result of reliance on such material.
These reports and analysis are purely informational, and shared by peers on the Website in the spirit of collaboration and efficiency.
RCZ is not responsible and cannot be held liable for any misuse of any confidential material provided by the Promoters or any other person to the Investor in a due diligence process or posted by any User on the Website.
The Artha Platform is not a transactional platform. The Website is not involved in investment actions of any kind and the Users may not use the Website for actual investment transactions of any kind.
Information posted on the Artha Platform by Users does not constitute investment advice or an offer to invest and is not intended for trading purposes. Users need to consult with their own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of any action to complete investment made as a result of learning through the Artha Platform.
ARTHA IS INTENDED ONLY FOR INFORMATIONAL PURPOSES, AND IS NOT AN OFFER OF SECURITIES OF ANY KIND BY ANYONE, NOR DOES IT CONSTITUTE AN OFFER BY RC LTD. OF OTHER SERVICES (SUCH AS ADVISORY SERVICES) OR PRODUCTS. RCZ DOES NOT PARTICIPATE IN THE NEGOTIATION OR EXECUTION OF INVESTMENT TRANSACTIONS OR HANDLE SECURITIES.
Information posted on the Artha Platform may contain estimates, projections or other statements that are forward looking in nature ("Forward looking statements"). Any such forward looking statements are inherently speculative and subject to numerous risks and uncertainties. Actual results and performance may be significantly different from historical experience and present expectations or projections. RCZ undertakes no obligation to publicly update or revise any forward looking statements.
RCZ incurs financial, administrative and other expenses associated with the operation of the Website and network convener. Invited users of the system do not however have to pay any fees at the current time.
It is the duty of all Users party to the Website to report on the status of a Due Diligence negotiation and to disclose whether a contract has been completed to this end; this is part of our knowledge sharing mandate, and is based on the Honor Code implicit within the functioning of this online community.
We simply ask you to inform the Artha community whether you plan to make an investment based on the due diligence agreement sourced through the Artha Platform and to indicate the amount of such planned investment.
RCZ reserves the right to adjust any fees and percentages at any time on written notice in the future.
In the event that an Enterprise is listed for longer than twelve months without receiving any signal of interest in conducting due diligence, the Project may then be "deleted", in which case all parties responsible for originally posting the opportunity will be notified.
It is the responsibility of each User to determine what tax rules and policies may apply to them; RCZ does not accept any responsibility in any way for issues regarding taxation.
Users are granted limited, revocable, nonexclusive, nontransferable access to Artha Content conditioned on the Users' continued compliance with these Terms. Users may view, download and print Artha Platform content for their personal and internal business use, provided that all hard copies contain all copyright notices and trademark legends, and all other applicable intellectual property and proprietary marks and notices.
Each User represents and warrants that:
Except expressly provided in these Terms, User(s) shall not:
The User warrants that he shall act in a polite, courteous and law-abiding manner when using the Website.
You may not use the Artha Platform or its Content to construct a database of any kind. You may not store Content from the Artha Platform, in its entirety or in any part, in databases for access by you or any 3rd Party or distribute any database services containing all or part of the Services. You may not use Artha in any way to modify or improve the quality of any data sold by you to any 3rd Party. You will not use Artha or its Content in unsolicited mailing or spam material.
EACH USER REPRESENTS AND WARRANTS THAT (i) IT HAS ALL NECESSARY POWER AND AUTHORIZATION TO ACCEPT THESE TERMS AND CONDITIONS; (II) THESE TERMS AND CONDITIONS ARE LEGAL, VALID, BINDING AND ENFORCEABLE AGAINST THE USER; (III) THE USER'S ACCEPTANCE OF THESE TERMS AND CONDITIONS WILL NOT VIOLATE ANY LAW, RULE, REGULATION, OR ANY AGREEMENT BINDING THE USER; (IV) AND THE USER WILL OBSERVE ALL APPLICABLE LAWS AND THE PROVISIONS OF THESE TERMS AND CONDITIONS.
THE LIABILITY OF RC LTD. UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND/OR THE WEBSITE SHALL BE LIMITED TO THE EXTENT POSSIBLE BY THE GOVERNING LAW.
RC LTD. DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ARTHA OR ITS CONTENT. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON RC LTD. AND THE ARTHA PLATFORM SHALL BE AT YOUR SOLE RISK.
THE WEBSITE INCLUDING BUT NOT LIMITED TO THE SERVICES CONNECTED THEREWITH ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH THE USER. ARTHA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, UNDER THESE TERMS AND CONDITIONS. ANY AND ALL REPRESENTATIONS AND WARRANTIES OF RC LTD. UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS ARE EXCLUDED TO THE EXTENT LEGALLY POSSIBLE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS AND WARRANTIES
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES OR ARTHA , WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
AS THERE MAY BE ERRORS AND DEFICIENCIES IN THE INFORMATION POSTED ON THE WEBSITE RC LTD. STRONGLY SUGGESTS THAT THE USER SEEK LEGAL ADVICE PRIOR TO ANY POTENTIAL TRANSACTION. THE WEBSITE DOES NOT, AND IN NO WAY CONSTITUTES OR IMPLIES THE ENDORSEMENT, RECOMMENDATION, OR APPROPRIATENESS OF A DEAL OR INVESTMENT OPPORTUNITY.
RC LTD. PROVIDES THE INFORMATION ON THE WEBSITE INCLUDING BUT NOT LIMITED TO ITS INFORMATION AS A RESOURCE FOR USERS BUT DOES NOT GIVE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO THE USER OR ANYONE ELSE. RC LTD. DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY OR SELL OR RECOMMEND ANYTHING. THE USER MAKES ITS OWN INVESTMENT DECISIONS BASED UPON ITS PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. THE USER AGREES THAT IT USES THE WEBSITE AT ITS OWN RISK.
THE USER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, AGAINST ANY CAUSE OF ACTION, ALL LIABILITIES, LOSSES, COSTS OR EXPENSES WITH RESPECT TO ANY CLAIM BY THIRD PARTIES ARISING OUT OF THE USER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS.
USERS WILL NOT HOLD RC LTD. AND ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES ACCOUNTABLE FOR ANY LOSS, DAMAGE, COST OR EXPENSE RELATING TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE PROJECT/ENTERPRISE INFORMATION ACCESSIBLE THROUGH ARTHA OR THE USE OF THAT INFORMATION. YOU SPECIFICALLY ACKNOWLEDGE THAT ARTHA IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS, CONTRIBUTORS OR THIRD PARTIES OVER WHICH IT HAS NO CONTROL.
Nothing in these Terms shall exclude or in any way limit RCZ's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of applicable law.
The works of authorship contained on the Website, including but not limited to all copyright, designs, trademarks, logos, data, text and images, whether registered or unregistered, are the intellectual property rights of RCZ, its affiliates or Third Parties who have supplied information to RCZ and are protected by the applicable laws, including but not limited to international intellectual property laws, treaties and conventions.
RCZ reserves the right to take legal action in respect of any infringement of these works of authorship or information contained on the Website, including any legal action in respect of any reproduction, copying (other than in accordance with the Terms), distribution, framing, uploading to a Third Oarty, publication, adaptation, broadcasting, public performance or other communication to the public of the works of authorship or information contained on the Website without the prior written consent of RCZ
RCZ assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing Artha or your downloading of any materials, data, text, images, video, or audio from the Website.
You may include a link on your website to the Artha home page, currently located at [http://arthaplatform.org] ("Home Page"). You may not link to an internal or subsidiary page of Artha that is located one or several levels down from the Homepage and in the internal domain portion of the site, or bring up or present Artha Platform Content within another website without prior written approval from RCZ
The Artha Website may contain links to other websites. These websites are not under the control of RCZ and RCZ is not responsible for the contents thereof.
These Terms shall survive any termination of your use of or contribution to the Artha Platform.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. In the place of an invalid provision, a valid provision is presumed to be agreed upon by the parties, which comes economically closest to the one actually agreed upon.
These Terms may be modified by RCZ in its sole discretion from time to time and such modifications shall automatically become part of these Terms and shall be effective once posted by RCZ on the Website. Your participation in the use of the Website will be subject to any such modifications. All users should review the Website and these Terms from time to time for any modifications. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms.
If you have any questions or comments about the Website and would like to contact the team at RCZ, please email firstname.lastname@example.org.
The parties hereto are and remain independent parties. It is not the parties' intent to create (and these Terms do not create) the formation of a partnership, joint venture or similar relationship between the parties.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Failure or neglect by RCZ to enforce any of the provisions of these Terms shall not be construed or deemed to be a waiver of RCZ's rights nor shall this affect the validity of the whole or any part of these Terms, nor prejudice RCZ's rights to take subsequent action.
All rights not expressly granted herein are hereby reserved.
All disputes arising out of or in connection with these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Zurich, Switzerland. The language of the arbitral proceedings shall be the English language. Notwithstanding the foregoing, RCZ may seek recourse in any jurisdiction worldwide in order to restrain the unlawful use of any of the material contained in the Website.