Website terms.
01About these terms
These website terms (the “Terms”) apply to your access to and use of the website at www.omnes.io, any page or subdomain that links to these Terms, and all information, documents and other materials on them (together, the “Website”).
By clicking “I Agree” on the website access page, or by otherwise accessing or using the Website, you agree to these Terms, our Global Privacy Notice and our Cookies Policy. If you do not agree, you must not access or use the Website.
The Offering Documentation (as defined below) and any presentation, fact sheet or other document made available on the Website that contains its own notice or terms are governed by that notice or those terms, which prevail over these Terms in case of inconsistency. These Terms continue to govern your access to the Website.
02About us
The Website is operated by Omnes Securities S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 3, Rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B306500 (the “Management Company”, “we”, “us” or “our”). We act as management company of Omnes Securities Fund, a Luxembourg unregulated securitisation fund (fonds de titrisation non-réglementé) without legal personality, governed by the Luxembourg act of 22 March 2004 on securitisation, as amended, and registered with the Luxembourg Trade and Companies Register under number O150 (the “Fund”).
The Omnes Mining Notes offered in reliance on Regulation S (the “Notes”) are issued or to be issued by the Fund, acting in respect of the relevant compartment and represented by the Management Company (the “Issuer”). “Omnes” means the Management Company, the Fund and each of their affiliates from time to time, and “Omnes Parties” means Omnes and each of their respective shareholders, unitholders, managers, directors, officers, employees, agents and advisers.
03Regulatory status
Neither the Fund nor the Management Company is authorised or supervised by the Luxembourg Commission de Surveillance du Secteur Financier or any other financial regulator, and the Fund has been structured so as not to be an alternative investment fund within the meaning of Directive 2011/61/EU. No regulator has reviewed or approved the Website or the Offering Documentation (as defined below). The Notes are not a bank deposit, are not covered by any deposit guarantee or investor compensation scheme, and are not units in an exchange-traded fund or other exchange-traded product.
04Eligible investors and access
The Notes are offered only by private placement to persons who (i) are professional clients within the meaning of Annex II to Directive 2014/65/EU (“MiFID II”), or would be if they were clients of an EU investment firm, (ii) are not U.S. persons, and (iii) are not Restricted Persons (as defined below) (“Eligible Investors”). The Notes are not available to retail investors in any jurisdiction. The Website must not be acted or relied on by any person who is not an Eligible Investor.
The Website is intended only for Eligible Investors who are not resident or located in the United States, who fall within the persons at whom the Website is directed in their jurisdiction (see Jurisdiction restrictions below), and who may lawfully access it. By accessing the Website, you represent that you are such a person. If you are not, you must leave the Website immediately.
You must not pass any information from the Website to any person who is not an Eligible Investor, and you must not use any automated program or system to access the Website, circumvent any access restriction, attempt to gain unauthorised access to the Website or the investor portal, introduce malicious code, or otherwise interfere with the Website’s operation. We may restrict, suspend or withdraw access to the Website or any part of it (including the investor portal) at any time without notice, and may ask you to confirm your eligibility again.
05No offer
The Website is for information only. It is not an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities (including shares or other securities of any Omnes entity) in any jurisdiction, and it is not a prospectus. Any offer of Notes will be made only by or on behalf of the Issuer to Eligible Investors on the basis of the private placement memorandum, the applicable offering addendum and the subscription documents (the “Offering Documentation”), which will supersede the Website and prevail over it in case of inconsistency. Any description of the Notes on the Website (including their terms, structure, costs, fees, service providers, timetable and any indicative figures, which are subject to final pricing) is a non-exhaustive summary qualified in its entirety by the Offering Documentation. The Issuer may reject any subscription in its discretion.
06Jurisdiction restrictions
United States. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and the Fund has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended. The Notes are offered and sold only outside the United States to persons who are not U.S. persons (as defined in Regulation S under the Securities Act), in offshore transactions in reliance on Regulation S, and may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S. persons. The Website is not directed at, and must not be accessed by, any person resident or located in the United States or any U.S. person, and its contents must not be distributed in or into the United States or to any U.S. person.
European Economic Area. In the European Economic Area, the Website is directed only at, and the Notes are offered only to, persons who are both qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and professional clients or eligible counterparties within the meaning of MiFID II, and who are not acting for the account or benefit of a retail client (as defined in Article 4(1)(11) of MiFID II). No key information document under Regulation (EU) No 1286/2014 has been or will be prepared.
United Kingdom. In the United Kingdom, the Website is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5), or (ii) fall within Article 49(2)(a) to (d), of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) are persons to whom it may otherwise lawfully be communicated (together, “relevant persons”). Any investment or investment activity to which it relates is available only to, and will be engaged in only with, relevant persons, and other persons must not act or rely on it. Any offer of the Notes in the United Kingdom will be made only in circumstances falling within an exception in Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024.
United Arab Emirates. To the extent the Notes are offered in or from the Abu Dhabi Global Market, they are offered only to Professional Clients or Market Counterparties (as defined in the rules of the ADGM Financial Services Regulatory Authority (the “FSRA”)) by way of an Exempt Offer under the Market Rulebook of the FSRA, on the basis of the Offering Documentation. To the extent the Notes are offered in or from the Dubai International Financial Centre, they are offered only to persons of a type specified in the Markets Rules of the Dubai Financial Services Authority (the “DFSA”), by way of an Exempt Offer in accordance with those rules. In each case, the Website is not directed at Retail Clients (as defined in the rules of the FSRA or the DFSA, as applicable), and neither the FSRA nor the DFSA has reviewed or approved the Website or has any responsibility for it. Elsewhere in the United Arab Emirates, the Notes have not been and will not be publicly offered, sold, promoted or advertised other than in compliance with the laws and regulations of the United Arab Emirates governing the issue, offering and sale of securities. The Website does not constitute a public offer of securities in the United Arab Emirates and has not been approved by the Capital Market Authority or any other authority.
Other jurisdictions. The availability of the Website and any offer of securities may be restricted by law in other jurisdictions, and users must inform themselves about and observe any such restrictions.
Restricted persons. No offer is made to, and the Website is not directed at, any person (i) resident, incorporated or located in a jurisdiction where doing so would be unlawful or would require any registration, prospectus, approval, licence or other action that has not been taken; or (ii) who is, or is owned or controlled by or acting on behalf of, a target of sanctions administered by the United Nations, the European Union, the United Kingdom, the United States, Switzerland or the United Arab Emirates, or whose investment would breach applicable sanctions, anti-money laundering or counter-terrorist financing laws (each, a “Restricted Person”).
07Transfers and liquidity
The Notes may be held by, and transferred only to, Eligible Investors, subject to the transfer restrictions in the Offering Documentation. To the extent the Website refers to secondary trading, trading venues, lending, collateral or other uses of the Notes on centralised or decentralised platforms, these are potential arrangements only and may never become available. No secondary market may develop, and investors should be prepared to hold the Notes to maturity.
08Risks
An investment in the Notes is speculative, involves a high degree of risk and is suitable only for Eligible Investors who can bear the loss of their entire investment. The Notes are limited recourse obligations payable only from the assets of the relevant compartment; noteholders have no recourse to the assets of any other compartment or to any other Omnes Party. Bitcoin and other digital assets are highly volatile. Returns depend on, among other things, the price of Bitcoin, network difficulty, transaction fees, halving events, energy costs, changes in law, regulation or tax, and the performance or failure of the hashrate aggregator, hashrate suppliers, custodian, tokenisation platform, blockchain network and other counterparties. Costs and taxes of the Issuer rank ahead of the Notes. The risk factors in the Offering Documentation must be read in full before investing.
09Related-party arrangements
Omnes entities act in several capacities in relation to the Notes, including as management company and, where applicable, as hashrate aggregator. Any total expense ratio is charged by the Issuer. Where an Omnes entity acts as hashrate aggregator, it sells hashrate to the Issuer at a fixed price and bears the risk of delivering it. Any profit or loss it makes on that sale is for its own account, is separate from any total expense ratio, and does not change the price of the Notes or the hashrate contracted for them.
10Forward-looking statements, projections and metrics
To the extent the Website contains statements about future events, plans, targets or results, including projected or illustrative returns, yields, Bitcoin production, pricing, volumes, timetables and scenarios (together, “Projections”), they are based on assumptions that may prove incorrect, are subject to known and unknown risks and uncertainties, and are not guarantees or reliable indicators of future results. Actual results may differ materially and may be negative. Unless stated otherwise, Projections are illustrative and unaudited, speak only as at their stated date, and may not reflect all taxes, costs and other liabilities. Yields, returns, discounts, indices (including any hashprice index) and other metrics are calculated using Omnes’ own methodology, are provided for information only, and may not be comparable to similarly named measures used by others.
11Back-tested and historical performance
To the extent the Website contains back-tested, simulated or hypothetical performance, it has been prepared with the benefit of hindsight, may not reflect actual trading, liquidity or costs, and is not the performance of any actual investment. To the extent it contains historical performance or correlation data for Bitcoin, hashprice or any other asset, index, company or product, that is not the performance of the Notes and may not reflect how the Notes will behave. Past performance is not a reliable indicator of future results. Figures may be rounded.
12Third-party information, content and links
Certain information on the Website comes from third-party sources, including market data, research, public filings and on-chain data, and from Omnes’ internal estimates and research, none of which has been independently verified. Third-party names, logos and trademarks belong to their owners and are used for identification only. Their use does not imply that the third party endorses Omnes or the Notes, or has reviewed or accepts responsibility for the Website, unless expressly stated.
Articles, commentary, research, media materials and other general content on the Website reflect the views of their authors at the date of publication, may not be updated, and are not investment research, a recommendation or an invitation to invest. Links to third-party websites are provided for convenience only. Omnes does not control those websites, does not endorse their content and accepts no responsibility for them.
13No representation, advice or reliance
The information on the Website speaks as at the date it is published, may be incomplete or condensed, and may change without notice. No Omnes Party makes any representation or warranty, express or implied, as to its accuracy, completeness or fairness, or undertakes to update or correct it. Nothing on the Website is legal, tax, investment, accounting or other advice, a recommendation or an assessment of suitability, and accessing the Website does not create any client or advisory relationship with any Omnes Party. You must make your own independent assessment with your own advisers, and any investment decision must be made solely on the basis of the Offering Documentation. No person is authorised to give any information or make any representation other than as contained in the Offering Documentation.
14Limitation of liability
The Website is provided “as is” and “as available”. We do not guarantee that the Website will be available without interruption, secure or free from viruses or other harmful code, and we may suspend, withdraw or change all or any part of it without notice. To the fullest extent permitted by law, no Omnes Party accepts any liability whatsoever (whether in contract, tort, negligence or otherwise) for any direct, indirect or consequential loss or damage arising from any use of, or inability to use, the Website, or any reliance on its contents. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud.
15Tax, legal and regulatory treatment
Tax treatment depends on each investor’s circumstances and may change, including retroactively. Each investor must obtain its own advice on the tax consequences, in each relevant jurisdiction, of acquiring, holding and disposing of the Notes. Any reference on the Website to a tax benefit or deferral, or to the legal, regulatory or accounting characteristics of the Notes or the Fund (such as their secured, limited recourse, ring-fenced or bankruptcy-remote nature), is a general summary only, is subject to the Offering Documentation, and is not a representation that it will apply in any particular case or jurisdiction.
16Investor portal and confidential information
Access to the investor portal is subject to our verification that you are an Eligible Investor and a person to whom the Notes may lawfully be offered in your jurisdiction, and to any additional terms that apply to it, which prevail over these Terms in respect of the investor portal. Information made available through the investor portal or otherwise after log-in, including the Offering Documentation, is confidential and proprietary to Omnes. It is provided for your sole use in evaluating the Notes and may not be copied, distributed or disclosed, in whole or in part, or used for any other purpose, without the prior written consent of the Management Company. You must return or destroy it on request.
17Intellectual property and privacy
All content, logos, brand names and trademarks on the Website, and its design, are owned by Omnes or its licensors and are protected by intellectual property laws. You may view and print pages of the Website for your own evaluation of the Notes, and may use media kit materials in accordance with any terms stated with them, but may not otherwise copy, reproduce, distribute or use them without our prior written consent. We process personal data collected through the Website in accordance with our Global Privacy Notice and Cookies Policy.
18Changes to these Terms
We may amend these Terms at any time by posting the amended Terms on the Website. The amended Terms apply from the date they are posted, so please check this page regularly.
19Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the court should give effect to the intention reflected in that provision as far as possible, and the other provisions of these Terms remain in full force and effect.
20Governing law and jurisdiction
These Terms, your access to and use of the Website, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Grand Duchy of Luxembourg, and the courts of Luxembourg City have exclusive jurisdiction.
21Contact
If you have any questions about these Terms, please contact us at legal@omnes.io.
Email and other electronic communications may not be secure. We will never ask you by email or message for passwords, private keys, seed phrases or changes to payment or wallet details; treat any such request as fraudulent and report it to legal@omnes.io.