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EUROQUITY: GENERAL TERMS AND CONDITIONS OF USE

These Terms and Conditions govern the relationship between: The User or You, as defined in Clause 1 below

Party of the first part

And

The National Operator, as defined in Clause 1 below,

Party of the second part

Hereinafter referred to individually as a ‘Party’ and collectively as the ‘Parties’.

Preambule

Bpifrance Financement has created a digital platform, ‘EuroQuity’ (hereinafter referred to as the ‘Service’), the purpose of which is to put professionals (companies, project leaders, advisors, etc.) into contact with potential investors to enable them notably to raise fundsat any stage in a company’s life-cycle (start-up, launch, growth and development, transfer), invest in other companies and/or establish partnerships (commercial, technological, and/or industrial).

The Service is made available to Users free of charge by the National Operator, as defined in Clause 1 below.

1. DEFINITIONS

Access:The right to access the Service and to use some or all of the functionalities of the Service in accordance with these Terms and Conditions and those proposed by the Service User interface.

Restricted Access: The right to access the Service solely in order to consult the information available, without the possibility to interact with other Users.

Organisation Administrator: A User or Users with authority to manage an Organisation’s account within the Service.

Applications Library: A database of various digital applications published by third parties, which allows Users to receive additional services (for a charge or free) offered by these companies (such as crowdfunding services for example).

Community: A Group managed by a Community Operator that brings together Organisations that have something in common (business, territory, etc.) and whose operating rules are defined by the Community Operator.

Adviser: A User who operates a business that consists in advising third parties on their own business (accountant, lawyer, financial investment adviser, etc.) and who accordingly provides ongoing assistance to other Users in connection with their projects.

Contract: These Terms and Conditions as well as any other document which You accept in the context of using the Service.

Electronic Data Room:A space for storing Information reserved for designated Users.

Previous fundraising: Previous fundraising operations carried out by a particular User through the Service or by other means.

Individual: A private individual attached (due to their capacity as employee, agent, legal representative, etc.) to an Organisation within the Service.

Information: Data (personal, business, etc.) and content (videographic, photographic, documents, etc.) entered and/or published within the Service, which may, at the User’s discretion, be classified as confidential.

Investor: A User who may or may not be attached to an Organisation and who seeks investment opportunities through the Service.

Individual Investor: An Individual User who seeks investment opportunities through the Service.

Label: A symbol of acknowledgement awarded to an Organisation, which Users may display on their Profile, provided that prior approval has been granted by the label's Operator.

Community Operator: A partner of Bpifrance Financement or of another National Operator responsible for implementing, managing and running a Community, assuming liability for the Community and therefore defining the Community’s operating rules.

Label Operator: A User responsible for managing the Profile of a Label and for determining which Organisations should be awarded the Label.

National Operator: A legal entity responsible for implementing the Service for a designated territory. The National Operator shall be responsible for the Service for said territory, within the limits defined in these Terms and Conditions.

Accordingly,

Organisation:A professional entity, regardless of its legal form, which may or may not have legal personality, to which one or more Individuals are attached.

Profile: A record of Information concerning an Individual, an Individual User, an Organisation, a Label or a Community.

Website: An Internet or mobile site from which the Service is accessible.

User or You: Any User of the Service, regardless of their status (Individual, Organisation, Organisation Administrator, Individual User, Community Operator, Label Operator, etc.) and the Access available to that User.

Individual User: A User who acts autonomously on the Platform (i.e., who is not attached to an Organisation registered on the Platform) by creating a simplified Profile by which they can be identified by other Users.

2. PURPOSE AND ACCEPTANCE OF THESE TERMS AND CONDITIONS

These Terms and Conditions govern the procedure according to which You may access some or all functionalities of the Service.

These stipulations, as well as the other documents which You may accept when using the Service, constitute a contractual agreement between You and the National Operator.

By signing up for the Service, You agree to read and unreservedly accept these Terms and Conditions, by ticking the designated box.

If You refuse to fulfil any of the obligations and/or conditions contained in this Contract, You must not access or use the Website.

You represent and warrant that You have the legal capacity to enter into this Contract and, if You are the representative of a company or any other organisation with legal personality, You must be authorised to act in the name and on behalf of that company or organisation.

These Terms and Conditions may be amended by Bpifrance Financement at any time, without notice.  

Any amendment will take effect as soon as the new version of the Terms and Conditions has been posted on the Website.

You are therefore invited to check the most recent version of the Terms and Conditions on the Website at regular intervals.

You may unsubscribe from the Service in accordance with Clause 30.1 below if the amended Terms and Conditions are unsuitable for You. Otherwise, You will be deemed to have unreservedly accepted the new version of the Terms and Conditions.

3. LOCATION OF THE SERVICE

3.1 Service provided by a National Operator

You may, in certain cases, be redirected to one of the following versions of the Website, depending on the country in which your registered address is located:

  • www.euroquity.com/fr if your registered address is located in France;
  • www.euroquity.be if your registered address is located in Belgium;
  • www.euroquity.com if your registered address is located in any other country;
  • or any other version of the Website created in the future for the specified territory.

Each National Operator shall be solely responsible for the version of the Website operated by it.

Accordingly, Bpifrance Financement will not be liable for relations between the National Operator and Users of the version of the Website for which the National Operator is responsible or for any facts, events or action that arise(s) or occur(s) in the context of such relations.

3.2 Accessibility of the functionalities of the Service

The Service is accessible to Users around the world, who must use the Service in accordance with the domestic laws applicable to them.

Certain Users may, depending on the country in which they have their registered address, have limited access to certain functionalities of the Service.

The Service is nevertheless intended to be used in the future by other National Operators, to enable Users around the world to have access to all functionalities of the Service.

3.3 Terms and conditions of use of the Website

You shall be bound by the terms and conditions of use of the Website to which You are directed when You register, depending on where your registered address is located.

Nevertheless, You agree that, should You decide to be attached to an Organisation, You will automatically be bound by the terms and conditions of use of the Website used by said Organisation, including if such terms and conditions differ from those by which You were originally bound upon registering.

4. REGISTRATION

You are required to register in order to use (and browse) the Service.

In order to register for the Service, You must:

  • manually complete the following compulsory fields: first name, surname and e-mail address; or
  • use an existing account on a social network (LinkedIn, Twitter or Facebook).

You must then follow the procedure indicated on the Website, notably by choosing one of the following options:

  • asking to be attached to an Organisation that has already registered;
  • asking to set up an Organisation that has not yet registered for the Service;
  • registering as an Individual User; or
  • browsing the Website with Restricted Access (consultation of information available but without being able to interact with other Users).

If You ask to be attached to an Organisation, You must request approval from the Organisation’s Administrator, as stipulated on the Website.

Once the Administrator has confirmed the attachment, You will be entitled to Access the Service.

If You ask to set up an Organisation that has not yet registered for the Service, You may:

  • ask an authorised third party to register the Organisation; or
  • register the Organisation yourself if You have the authority and capacity to do so. In the latter case, You will become the Administrator of the new Organisation and will be deemed to have accepted these Terms and Conditions in the name and on behalf of the Organisation.

If You register as an Individual User, You will be directed to a simplified Profile that will be created automatically within the Service.

Once all the required fields have been completed, You must check the accuracy of the information provided and then validate the form.

5. USERNAME AND PASSWORD – SECURITY

When registering, You must choose a username and a password in order to be able to access the Service.

To protect the confidentiality and security of the Service, You must use your username and password in a strictly confidential manner.

More specifically, You must not disclose your username and/or password to anyone.

You are solely responsible for protecting the privacy and security of your username and password.

If You lose your password, You may receive a new password at the e-mail address chosen as your main address or, by default, at the address You provided when registering.

Any use of the Service made using your username and password will be deemed to have been made by You.

If your username and/or password are used by a third party, You must notify the National Operator immediately, using the designated function on the Website.

You are responsible for your use of the Service and for all actions performed on the Website using your username, unless your account is used after You have unsubscribed or after the National Operator has been notified of the unauthorised use of your account.

You must change your password regularly to ensure a high level of security.

You must not use a simplistic password (such as 123456).

If You are a legal entity, You must implement appropriate measures to ensure that your employees, agents and/or representative(s) fulfil the obligations stipulated in this clause.

6. RIGHT OF ACCESS TO THE SERVICE

The National Operator grants You a right of Access to the Service.

This right of Access is granted exclusively for business purposes and within the limits stipulated in these Terms and Conditions. It is strictly personal and may not be assigned or otherwise transferred.

This right of Access is restricted for certain categories of Users.

7. PROFILE

You must complete your Profile with the Information stipulated as compulsory on the Website.

You may, but are not obliged to, include Information that is optional on your Profile.

You may amend the Information published on your Profile at any time.

Such Information may only be published subject to compliance with business secrecy rules.

You may also translate your Profile using the designated function.

7.1 Individual and Individual User profile

Individuals and/or Individual Users are invited to enter Information on their Profile concerning their career, skills, the languages in which they work, the place where they live, their photograph, the social networks through which they communicate, their business objectives and, where applicable, their status and role in the Organisation to which they are attached or intend to be attached, etc.

Individuals and/or Individual Users are solely responsible for managing their Profile and have sole authority to create and modify the Information published on their Profile.

A business card will automatically appear on the Profile of any Individual or Individual User.

7.2. Organisation profile

The Profile of Organisations shall be managed by the Organisation Administrator, who has sole authority to create and amend the Information published on the Organisation’s Profile and to control who can see such Information.

The Organisation Administrator warrants that he has the authority and capacity to manage the Organisation’s Profile in the name and on behalf of the Organisation.

The following will automatically appear on the Organisation’s Profile:

  • the Labels awarded to the Organisation;
  • the Communities to which the Organisation belongs;
  • its network of contacts (including the name of its clients and/or suppliers, subject to their consent); and
  • the previous fundraising operations made by and/or for the benefit of the Organisation.

7.3. Community profile

The Profile of Communities shall be managed by the Community Operator, who has sole authority to create and amend the Information published on the Community’s Profile and to control who can see such Information.

The Community Operator warrants that he has the authority and capacity to manage the Community’s Profile in the name and on behalf of the Community.

7.4. Label profile

The Profile of Labels shall be managed by Label Operators, who have sole authority to create and amend the Information published on the Profile of Labels.

The Label Operators shall determine the Labels awarded to Organisations.

8. VISIBILITY OF PROFILE INFORMATION

8.1. Organisation profile

Certain Information concerning Organisations will be public and may be viewed by everyone, including Users, who will have Restricted Access to such Information.

Organisation Administrators may nevertheless control who can see certain Information on the Profile of Organisations.

8.2. Community profile

Community Operators may control who can see the Profile of Communities.

9. VISIBILITY OF USERS WITHIN THE SERVICE

Each User is identifiable and may be contacted by other Users with unrestricted Access.

10. FUNCTIONALITIES OF THE SERVICE

The main functionalities of the Website, which the National Operator may supplement, delete or modify at its discretion, are as follows:

10.1. Electronic Data Room

Organisation Administrators may exchange Information with other Users, through an Electronic Data Room on the Website.

The Organisation Administrator must select Users with whom you wish to share such Information.

Users may also request access to the Information of an Organisation Administrator. However, they will only be permitted to do so provided their request is accepted.

The Organisation Administrator are solely responsible for the Information exchanged with other Users in the context of the Service.

The Organisation Administrator agrees to abide by a duty of business secrecy and to keep confidential the Information available in the Data Room.

The National Operator will not be liable in any way should such Information be exchanged or disclosed.

10.2. Connections

You may ask a User with whom You are connected to confirm your connection or receive requests to that effect.

A connection will be established on the Website following confirmation by the relevant User.

10.3. Assessment and Monitoring

You may express your support for another User by clicking on the designated ‘like’ button.

You may monitor the activity of another User by clicking on the designated ‘follow’ button.

10.4. Suggestions

You authorise the National Operator to suggest events for You (trade fairs, conferences, etc.) on the Website, potential connections with other Users and various other actions and/or operations that might be of interest to You.

10.5. Messaging System

You have a personal internal messaging system that can be used to communicate with other Users.

You may configure the settings of your messaging system as stipulated on the Platform.

11. JOINING A COMMUNITY

Organisations may join a Community.

They must submit a request to that effect to the relevant Community.

Their connection with a Community must be approved by the Community Operator.

Following confirmation of their connection with the Community, the User must agree to comply with, and effectively comply with, the Community’s Charter.

The internal operations of the Community are the exclusive responsibility of each Community Operator, not of the National Operator.

12. IMPROVING THE SERVICE

The National Operator reserves the right to modify the whole or part of the Service at any time, without implicating its liability in that respect.

13. SURVEYS

The National Operator reserves the right to conduct surveys with Users concerning the quality of the Service and the results obtained using the Service.

The National Operator warrants that all replies to such surveys will be processed anonymously.

14. SUITABILITY OF THE SERVICE TO USERS’ REQUIREMENTS

The purpose of the Service designed by Bpifrance Financement and provided by the National Operator is to satisfy the requirements of a vast number of Users.

Accordingly, You must ensure that the Service is suited to your own personal requirements.

You acknowledge that, by providing the Service, the National Operator is by no means:

  • providing fundraising, investment or business relationship advice;
  • providing a brokerage service for business opportunities; or
  • encouraging You or suggesting that You make a purchase or sale or subscribe for financial products.

The National Operator’s role is not to assist Users, to provide Users with advice or even to facilitate any service or operation between Users of the Service.

Each User is solely responsible for deciding whether or not to enter into a business relationship, to invest, to make public offerings, or to seek or give advice.

All Users acknowledge that they are fully responsible for their decisions and agree not to make any complaint whatsoever against the National Operator or Bpifrance Financement in respect of their decisions and actions in connection with the Service or following the use thereof.

15. LIABILITY FOR INFORMATION PROVIDED BY USERS

You are solely responsible for the Information submitted and/or published by You in the context of the Service, as the National Operator is simply a host of such Information within the meaning of ‘E-Commerce’ Directive No 2000/31/EC of 8 June 2000.

You must verify the accuracy, exhaustiveness and relevance of Information published by other Users on the Website.

The National Operator will not intervene in any way in the creation or management of accounts and/or the Profiles of Users, in any exchange, in the provision of advice or in any transactions and operations that may arise from the use of the Service, subject to the option to intervene after the fact pursuant to Clause 16 below.

The National Operator will not be liable for any loss that may arise due to the inaccuracy or omission of Information provided by Users.

16. RIGHT TO DELETE ACCESS

The National Operator may immediately and automatically suspend Access to the Service and/or the Profile of any User in the event of a breach of these Terms and Conditions, particularly in the event of the infringement of third-party rights, notwithstanding the right to terminate the Contract pursuant to Clause 30.2 below and any damages which the National Operator might claim as compensation for the loss suffered due to a breach of the relevant User’s obligations.

The National Operator also reserves the right to delete without prior notice the Profile of Organisations that may be experiencing financial difficulty as defined by the European Union (legal reorganisation, compulsory liquidation proceedings, loss of half the share capital in a year), or that have been wound up, gone through voluntary liquidation or been struck off the Trade and Companies Register.

Finally, the National Operator and/or the Community Operators reserve the right to ask You whether You are still actively seeking to make an investment and/or to enter into a business partnership. In the absence of a reply from You within one (1) month, your Profile will be deemed inactive and the National Operator may then hide or deactivate your Profile.

17. ACCURACY OF INFORMATION

You warrant the National Operator that the Information You provide on the Website is accurate, true, complete and up to date.

You agree to update regularly all the Information concerning You, so that the Information remains accurate.

This Information will not be controlled or verified by the National Operator.

You are therefore solely responsible for ensuring that such Information is true and accurate.

The National Operator will not be liable under any circumstances for any error, omission or inaccuracy that comes to light in the Information provided by You or for any loss that may subsequently arise for other Users or third parties.

If You provide data that is false, inaccurate, out of date or incomplete, the National Operator may delete the Information and deny You Access to some or all of the Service, either immediately and/or for the future.

18. OWNERSHIP OF INFORMATION, LICENCE AND WARRANTIES

You own and are solely responsible for the Information You provide within the Service.

As consideration for using the Service, You grant the National Operator a global, non-exclusive and transferable licence, for which a sub-licence may be granted, which grants the National Operator the right to use, copy, modify, distribute, process, store and circulate all the Information provided by You on the Website in the context of the Service.

You warrant that You hold the intellectual property rights necessary to publish the Information You post online in the context of the Service.

You also warrant that the Information You publish within the Service does not include any information that infringes the rights of third parties or breaches the laws in force, particularly the statutory provisions on libel, slander, defamation, privacy, rights of personal portrayal, morality and infringement.

You shall therefore hold the National Operator harmless from and against any action by a third party concerning the publication of said Information in the context of the Service.

19. INVESTMENTS

19.1. General provisions for investments made through the service

Users seeking an Organisation in which to invest through the Service are hereby informed of the fact that, by nature, equity and similar investments generate gains or incur losses that cannot be predicted.

The National Operator gives no indication or guarantee that You will benefit from a potential tax reduction or make a gain as a result of such investments.

You represent that You are aware of and accept this process and the unpredictable nature of the results of such investments.

 

The National Operator also wishes to warn You of the fact that requests for money might be sent to You through the Service or following your use of the Service.

No monetary payment (for investments, costs, fees, commission, etc.) should be made until enquiries have been made as to the integrity and reliability of the person to whom the payment is to be made.

You are invited to request supporting documents from your contact.

You will be solely responsible for the payments made to any person with whom You enter into a business relationship via the Service.

Users registered as Investors within the Service must not propose any method of financing other than equity contributions.

Proposed loans and exchanges of securities are prohibited.

19.2. Provisions concerning Individual Investors

Individual Investors who have made a Previous fundraising operation via the Service may seek investments through the Service.

Individual Investors who have not made a Previous fundraising operation but who have already invested in an Organisation that uses the Service may ask the Organisation to confirm that they have already invested in the Organisation.

Individual Investors who have not invested through the Service but who have already invested in an Organisation that has not yet registered should ask the Organisation to register for the Service and, once registered, to confirm the investment.

Individual Investors who have not made a Previous fundraising operation through the Service must invest in favour of a User via the Applications Library, if this option is offered to them, or otherwise through another means of their choosing. The beneficiary of the investment must confirm that the Individual Investor has indeed invested in their favour. Failing this, the Individual Investor will have Restricted Access to the Service.  

20. APPLICATIONS LIBRARY

By choosing to use an application proposed in the Applications Library, You acknowledge that You are directly linked to the publisher of the relevant application and not to the National Operator as regards the application and the use thereof.

Users who use the services proposed by other companies listed in the Applications Library authorise the National Operator to transfer the Information provided by them via the Service to these companies.

21. THIRD-PARTY WEBSITES

The National Operator denies all responsibility for the use of third-party Internet or mobile sites and/or applications to which You have access through the Service.

If You are redirected to a third-party website, the terms and conditions of use of the relevant website shall apply in place of these Terms and Conditions, which will cease to apply.

If You access a third-party website that is illegal or harmful in any way through the Service, You must immediately inform the National Operator to enable the latter to promptly delete the link to the website at issue.

22. INTELLECTUAL PROPERTY

Bpifrance Financement is the sole owner of the technical, graphic, textual and other components of the Service, Website, databases, software and all technology implemented within this framework.

BpifranceFinancement is also the proprietor of intellectual property rights in and to its name, its logo and the ‘EuroQuity’ trade mark.

You acknowledge that no right of title is transferred to You and that no right or licence is granted to You other than a right of Access to the Service, as stipulated in Clause 6 of this Contract, for the term of said Contract and solely to the extent strictly necessary for such Access, for the term of the Contract.

You are prohibited from impairing the Service in any way, particularly from using the Service other than for its intended purpose and in accordance with the terms and conditions set out in this Contract.

Accordingly, You will be liable for any unauthorised reproduction, public display, publication, transmission or, generally, any unauthorised exploitation of the whole or part of the Service and the Information contained in the Service without the express consent of Bpifrance Financement, and judicial proceedings may be brought against You as a result.

23. PERSONAL DATA

Each National Operator shall collect and use your personal data in accordance with applicable national laws and regulations.

23.1. When the National Operator is Bpifrance Financement:

Bpifrance Financement shall collect and use your personal data in accordance with the French Data Protection Act [Loi Informatique et Libertés] No 78-17 of 6 January 1978.

The data collected will be used solely to operate the Service and is therefore intended strictly for internal purpose of said Service.

It will be used to establish contact between Users and to ensure that the Service operates smoothly. The data will also be used for internal reporting and statistical purposes.

Said data will only be sent to National Operators, Community Operators and Label Operators.

 

The National Operator may nevertheless pass on such data to technical service providers for the purposes of the Service.

The data collected will not be transferred or sold to third parties by the National Operator under any circumstances.

The data will be stored within the European Union.

The National Operator agrees to take all appropriate precautions to protect the security and confidentiality of personal data and, in particular, to prevent such data from being altered, damaged or communicated to unauthorised persons, subject to its obligations as hosting provider within the meaning of E-Commerce Directive No 2000/31/EC of 8 June 2000.

Please be aware of the fact that your data will be retained for a period of three (3) years from the date You unsubscribe from the Service.

You have a right to access, correct and request the removal of all the data collected or generated as a result of your use of the Service and to object to the use of such data.

These rights must be exercised in accordance with the French Data Protection Act of 6 January 1978, by sending a request by e-mail to the following address for Users with their registered address in France:

Other Users should send an e-mail to the following address:

23.2. Where the National Operator is SOWALFIN

These stipulations respect the User’s right to privacy in accordance with the law of 8 December 1992 pertaining to the treatment of personal information and other Belgian legal requirements in this area.

The entity responsible for processing the User’s personal data is SOWALFIN, a public limited company whose registered address is 4000 LIEGE (Belgium), Avenue Maurice Destenay 13.

The data collected will be used solely to operate the Service and is therefore intended strictly for the internal purposes of said Service.

It will be used to establish contact between Users and to ensure that the Service operates smoothly. The data will also be used for internal reporting and statistical purposes.

Said data will only be sent to National Operators, Community Operators and Label Operators.

The National Operator may nevertheless pass on such data to technical service providers for the purposes of the Service.

The data collected will not be transferred or sold to third parties by the National Operator under any circumstances.

The data will be stored within the European Union.

All personal data obtained through the EUROQUITY Service shall be kept by SOWALFIN for a period of 3 years.

It will not be transferred or sold to a third party under any circumstances.

In accordance with the law of 8 December 1992, the User has the right to access, correct and delete their personal data held by SOWALFIN, and also has the right to oppose any use of their data for direct marketing purposes.

This right may be exercised at any time and at no cost by sending a letter of request to SOWALFIN, Avenue Maurice Destenay 13, 4000 Liege, or by email sent to contact_be@euroquity.com.

24. COOKIES

So that You are not required to login each time You wish to access the Service on the same day, except the first time, Bpifrance Financement uses browsing cookies.

These files, which are stored on your computer, will identify You each time You login on the Website.

Furthermore, in order to improve the Service, Bpifrance Financement uses audience measurement cookies, particularly to establish the number of pages viewed, the number of visits, visitors’ activity on the Website and the frequency at which they return to the Website, through AT Internet and Google Analytics.

These cookies are used solely to prepare statistics concerning traffic on the Website and the results are completely anonymous.

All cookies will be retained for the term of the Contract and for 12 months thereafter.

In accordance with the French Data Protection Act of 6 January 1978, You may access all the information contained in cookie files by sending an email request to one of the following addresses:

Generally, Users may, should they so wish, object to the use of cookies by configuring their browser accordingly in order to deactivate cookies (instructions on how to do so can be found in the browser help section).

25. CONFIDENTIALITY OF INFORMATION

All Information published on the Website and/or exchanged in the context of the Service is strictly confidential (such information is hereinafter referred to as ‘Confidential Information’).

You agree not to disclose any Confidential Information and only to give access thereto to persons under your direct responsibility (employees or agents, etc.) and/or to persons with whom You work (service providers, representatives, experts, lawyers, statutory auditors, investors, affiliates, parent companies, transferees, etc.) who are bound by a non-disclosure obligation at least as restrictive as the obligation assumed under this Contract.

You agree to inform third parties of the private nature of the Confidential Information and to require such persons to treat the Confidential Information as stipulated in this Clause.

The above non-disclosure obligation does not apply to the following:

  • information in the public domain or that subsequently enters the public domain through the use or publication thereof or other similar action, other than through a breach or wrongdoing by You;
  • information provided to You by a third party authorised to disclose it and who did not himself receive the information on a confidential basis;
  • information which You are required to disclose in response to a valid order by a court or a state or equivalent authority (tax authority, etc.), provided that You inform the National Operator and, where applicable, the User or Users concerned by the Confidential Information disclosed, in writing, in advance where possible or otherwise as soon as possible, and concert with each other in order to limit the extent of such disclosure; or
  • information which You have been expressly permitted to disclose by the User concerned by the Confidential Information.

This Clause shall apply for the term of the Contract and for a period of five (5) years after the Contract has ended.

The National Operator shall endeavour to take all customary technical precautions to protect the confidentiality and security of the Service and, in particular, to prevent the Information entered by You from being altered or damaged and from unauthorised third parties becoming aware thereof.

You acknowledge that the National Operator may, in the context of a judicial inquiry by a competent authority or the fulfilment of its anti-money laundering obligations, be required to provide, to whom it may concern, all Information that may be of use to the relevant judicial or administrative authority.

26. USERS’ OBLIGATIONS

You agree to act in a truthful and fair manner and in good faith, both when using the Service and in any connections established with other Users.

Accordingly, in the context of your use of the Service, You agree:

  • to guarantee the accuracy, integrity and legality of the data and information provided;
  • to respect the privacy of others;
  • to respect the confidential nature of any data to which You might have access through the Service;
  • to refrain from posting any messages, information or data that are malicious, disparaging, deliberately misleading, unlawful and/or immoral;
  • not to use the identity of other Users of the Service;
  • not to impede or disrupt the Service in any way whatsoever and not to affect the integrity of the Service;
  • not to attempt to obtain unauthorised access to the Service or to the systems or networks associated with the Service, and not to intercept data; and
  • not to harass other Users (particularly by sending unsolicited messages).

You agree to use the Service in accordance with applicable national and/or international legislation and regulations.

You agree to ensure that the Service and the operations performed by You in connection with the Service duly comply with the laws and regulations in force in the country where You have your registered address, and You acknowledge that the National Operator will not be liable in this respect under any circumstances.

You warrant that You do not have your registered address in, and that You are not a national of, a country subject to sanctions, excluding the performance of some or all operations and/or acts of any kind carried out with other Users within the scope of the Service.

You also represent and warrant that You or the Organisation You represent is/are not in financial difficulty (bankruptcy/insolvency protection or judicial administration or liquidation proceedings, loss of half of share capital during the year) and is/are not in the process of being wound up, voluntarily liquidated or struck off the Trade and Companies Register.

 

You agree not to make any offers that might fall within the scope of the legal provisions concerning the public offering of financial securities (Article L 411-1 et seq. of the French Monetary and Financial Code[Code Monétaire et Financier]).

If You are registered as an Investor, You represent that the funds You may invest in the context of the Service are available. You warrant that the funds were obtained in compliance with the law and that they are not likely to originate from any fact or event sanctioned under Article 324-1 et seq. of the French Criminal Code (Code Pénal) on combating money laundering.

If You are registered as an Adviser, You warrant that You fulfil all legal, regulatory and ethical obligations relating to your status and occupation, and warrant, where applicable, that You are registered with the official bodies representing your profession (association of lawyers, accountants, etc.) and/or that You are registered with the relevant organisations. You also agree not to take any action in relation to or via the Service that breaches the regulations applicable to your status and occupation.

You agree to comply with the requirements concerning the implementation of mechanisms to reduce wealth tax and income tax that might be provided for in the national law of the country in which your registered address is located, should You wish to benefit from such mechanisms.

27. LIABILITY OF USERS

You will be solely liable under civil, tax, criminal and administrative law, etc. for your use of the Service, and shall hold the National Operator harmless from and against any liability for:

  • any action performed in relation with the use of the Service from your Profile, by You or by an unauthorised third party who has accessed your Profile (unless You have unsubscribed from the Service or notified the National Operator of the abusive use of your Profile);
  • operations (investments, share offerings, partnerships, advice etc.) and legal acts or documents arising from the use of the Service;
  • Information created, entered and published by You in the context of your use of the Service;
  • Information exchanged by You with other Users;
  • messages sent by You to other Users;
  • contacts and connections initiated by You with other Users; or
  • your use of the web services available in the Applications Library.

It is understood that each User is solely responsible for their computer hardware, data and software, and for the network connection that enables them to access the Service.

You are solely responsible for ensuring that your hardware, software and connections with the Service are compatible.

You agree to take all appropriate precautions to check the identity, integrity, reliability and skills of persons who contact You or who You contact in the context of the Service.

You are solely responsible for keeping the Information You publish confidential and agree not to publish Information that might breach business secrecy.

28. SERVICE MALFUNCTIONS

The National Operator agrees to do its utmost to ensure that the Service works properly and that it is accessible to You.

The National Operator gives no warranty as to the continuous operation or performance of the Service accessible on the Website.

The National Operator does not warrant that the Service is exempt from bugs or other defects, as programming errors and technical incidents may occur at any time.

In view of the foregoing, which You acknowledge and accept, the National Operator will not be liable should You be temporarily or permanently unable to access all or any part of the Service.

Similarly, the National Operator will not be liable for any damage to your hardware, software or data (due, for example, to a virus) due to your use of the Service.

In order to avoid any inconvenience as far as possible, You must regularly back up your data and software.

You acknowledge that You will use the Service as provided to You, at your risk and in full knowledge of the relevant facts.

29. LIABILITY OF THE NATIONAL OPERATOR

It is hereby reiterated that the National Operator is bound solely by a best endeavours obligation (engagement de moyens) under this Contract.

The National Operator may only be liable for direct damage or a direct loss suffered by You which is proven to have resulted from a breach by the National Operator of its obligations under this Contract.

The liability of the National Operator, if acknowledged by a court decision, shall not exceed €25,000.

Furthermore, the National Operator will not be liable for the following:

  • any damage or loss attributable to You, a third party or a force majeure event;
  • any indirect damage or loss that arises due to the use of the Service, including without limitation operating losses (loss of turnover, income or profit), loss of an opportunity, loss of data, harm to one’s image or reputation, a commercial or economic loss, or the discontinuation of your business; or
  • any loss of data suffered by You, including a loss attributable to the National Operator.

30. TERMINATION OF THE CONTRACT

30.1. Termination by the User

You may submit a request to unsubscribe from the Service by sending the National Operator an e-mail to one of the following addresses:

This Contract will terminate on account of such request.

The Contract will terminate within ten (10) business days of the date on which the National Operator receives the request.

30.2. Termination by the National Operator

The National Operator reserves the right to automatically terminate the Contract without notice and without the need to complete a formality if You breach your obligations under this Contract and/or in the event of a breach of any applicable law or regulation.

Your subscription will end immediately upon termination of the Contract.

You will be informed of the termination by e-mail, at the address provided when You registered.

Termination will occur without prejudice to any damages which the National Operator might claim as compensation for any damage or loss suffered on account of your alleged breaches.

The National Operator may then refuse to create a new account for You on the Website.

The National Operator also reserves the right to terminate the Contract at any time, without being required to give any reason, subject to three (3) months’ notice from the service of notice of such termination by e-mail sent to the address provided by You when You registered.

30.3. Termination of the Service

If the Service is terminated, the National Operator may automatically terminate this Contract without delay.

In such event, the National Operator shall inform You accordingly by any appropriate means (information on the Website, e-mail, etc.).

31. TERM OF THE CONTRACT

This Contract is entered into for the period of time for which You are registered to use the Service.

32. ENTIRE AGREEMENT

If one or more provisions of this Contract are invalid pursuant to an applicable law or regulation or are held to be invalid by a final decision of a court with jurisdiction, those provisions shall be deemed never to have been written.

The other stipulations of this Contract shall remain in full force and effect, providing this is possible, and the Parties agree, if necessary, to come together in order to replace the invalid clause with a valid clause, the spirit of which is as close as possible to that of the clause it is intended to replace.

33. RANKING OF DOCUMENTS

These Terms and Conditions shall prevail over any other document concerning use of the Service.

34. NO WAIVER

No forbearance by either Party in relying at any time on a stipulation of these Terms and Conditions should be construed as or deemed a waiver of that Party’s rights hereunder; nor will it in any way affect the validity of the whole or part of these Terms and Conditions or impede the rights of the relevant Party to act accordingly.

Neither Party will be deemed to have waived a right acquired pursuant to this Contract unless such waiver is set out in in writing and signed.

35. FORCE MAJEURE

Any unforeseeable, insurmountable event beyond the Parties’ control, including (without limitation) acts of war or terrorism, criminal acts, riots, natural or industrial disasters, explosions, legal requisitions and other legislative or regulatory provisions imposing restrictions on the National Operator’s business and problems affecting electronic communications networks that are beyond the National Operator’s control, etc., must be deemed force majeure events.

The National Operator may suspend the Service in the occurrence of a force majeure event.

In such event, the Contract will be suspended and will resume once the force majeure event has ended, for the term remaining at the time of the suspension.

36. GOVERNING LAW – JURISDICTION

The formation, existence, validity, interpretation, performance and termination of these Terms and Conditions and any subsequent matters are governed by French law.

The courts within the jurisdiction of the Court of Appeal of Paris will have jurisdiction in the event of a dispute concerning the formation, existence, validity, interpretation, performance or termination of these Terms and Conditions and any subsequent matters, even if more than one defendant is involved and even if a third party is joined to the proceedings, including for interim and ex parte proceedings.