Crypto-Asset Placement Service

Placement Service for Crypto-Assets

RIV-Digital Srl provides crypto-asset placement services pursuant to Article 3, paragraph 1, point 16, letter f), and Article 79 of Regulation (EU) 2023/1114 (MiCAR).

The role of RIV Digital

RIV Digital acts exclusively as a placement agent on behalf of the issuer. RIV Digital is not the issuer of the cryptoassets placed, does not determine their price, is not the client’s contractual counterparty, does not act as a proxy or representative for the client, and does not receive, transmit, or execute orders on the client’s behalf. RIV Digital does not provide investment advice or make personalized recommendations.

How the contractual relationship is formed

The customer’s contractual counterparty is always and exclusively the issuer of the cryptoasset, or the provider indicated by the issuer. The subscription or purchase agreement is concluded when the customer expresses their willingness to transact directly with the issuer, in the application environment provided by the latter, according to the terms and conditions defined by the latter. RIV Digital is not a party to this agreement and does not intervene in its conclusion or execution. The customer’s participation in the offering is recorded in RIV Digital’s systems for traceability and document retention purposes only.

The two ways to join

There are two ways to join the offer, which differ only in the technical access channel and do not change the role of RIV Digital:

Membership is initiated through a feature integrated into the RIV Digital platform. This feature only provides technical access and routing to the issuer’s application environment. Before switching, the customer sees a warning screen indicating that they are leaving an environment managed by RIV Digital and entering an environment managed by the issuer.
Membership initiated via a link or button that redirects to an external digital environment.

Where do direct links lead and who owns them?

The links and subscription buttons published on the RIV Digital platform lead to the digital environment of the issuer or the technical entities appointed by them. Ownership, management, security, and content of this environment are the responsibility of the issuer: RIV Digital does not own it, does not manage it, and is not responsible for its operation. For each published offer, the name of the issuer and the link’s destination domain are explicitly indicated next to the link itself, before clicking.

What does the smart contract do?

When the offering requires participation through interaction with a smart contract, the smart contract is designed and controlled by the issuer and records the customer’s subscription on the blockchain and, according to the rules defined by the issuer, the allocation of cryptoassets. RIV Digital provides the customer only with the technical information necessary for autonomous operation: contract identifier, blockchain network used, relevant parameters and amounts, and essential operating instructions. RIV Digital does not sign or send transactions in the name or on behalf of the customer, does not use automatic signature systems, does not have access to the customer’s private keys, and cannot issue, complete, modify, or cancel the on-chain instruction. The transaction is initiated by the customer through their own wallet and under their exclusive control.

What happens if on-chain execution fails?

If the on-chain transaction is not confirmed by the network or is rejected by the smart contract—for example, due to insufficient network fees, network congestion, exceeding the limits set by the offer, closing the offer, or failure to meet the requirements set by the issuer—the subscription is not completed and has no effect. In this case:

crypto-assets are not attributed to the customer and no contract is concluded;
any network fees (gas fees) consumed by the transaction attempt are retained by the blockchain and cannot be recovered by either RIV Digital or the issuer;
Any transferred amounts remain subject to the rules of the smart contract and the terms of the offer defined by the issuer; RIV Digital does not hold such amounts, does not safeguard them, and cannot arrange for their reimbursement;
the customer can repeat the operation independently, if the offer is still open;
The customer may, in any case, submit a complaint according to the procedure published in the Transparency section. RIV Digital handles the complaint for its own purposes and forwards it to the issuer for its own purposes.

If the payment is made in fiat currency

When the offer includes payment by bank transfer or other fiat currency instrument, RIV Digital merely provides the bank details of the issuer or the person designated by the issuer. The customer initiates the payment independently. Under no circumstances will the funds transit through accounts held by RIV Digital, which does not collect, hold, settle, or transfer funds on behalf of the customer or the issuer.

The documentation that the customer receives before signing

Before being able to access the membership phase, the customer receives and must electronically confirm that he has read the following documentation:

the crypto-asset white paper, when required by Articles 6-8 MiCAR, in the version notified to the competent authority;
a summary section in non-technical language indicating the nature of the crypto-asset, any rights incorporated, the specific risks of the product and the issuer, the technical subscription method and the blockchain used, the duration and price of the offering or the pricing formula;
the purchase conditions and other contractual documentation prepared by the issuer, including the minimum and maximum subscription amounts;
risk warnings, expressed in simple, non-technical language, including the risk of total loss of capital, the possible illiquidity or non-tradability of the crypto-asset, and the absence of guarantees, coverage, or compensation schemes;
a concise operational disclaimer indicating that RIV Digital is not the issuer, does not receive, transmit or execute orders, that membership is perfected exclusively through direct interaction with the issuer and that the price is determined exclusively by the issuer;
disclosure of any relevant conflicts of interest, including the issuer’s membership of the RIV Capital Group, where applicable.

La piattaforma impedisce tecnicamente la prosecuzione del processo fino al completamento di tutte le conferme richieste. Ogni conferma è registrata con data, ora e modalità di rilascio e conservata per almeno cinque anni.

Channels used

Offers are made available exclusively through RIV Digital’s proprietary and controlled channels, reserved for registered customers: the RIV Wallet app, the proprietary web platform, the opt-in newsletter, and the company’s official social media channels. The Telegram and WhatsApp channels and the RIV Academy platform do not constitute offerings or placement channels and are used exclusively for community, training, education, and non-transactional support purposes. Access to the service is subject to completion of KYC/AML checks.

Guarantees

RIV Digital does not guarantee any return, does not guarantee the success of the subscription, and is not liable for delays, errors, or defaults by the issuer in the issuance, transfer, or registration of the subscribed cryptoassets. Investing in cryptoassets carries the risk of total loss of the invested capital and is not backed by public protection schemes.