General Terms and Conditions of Use
(1) General Terms and Conditions of Use for the RAIZERS platform dated April 1st, 2021
Click here to consult the GTCU last version (Jan. 2021).
(A) The purpose of the RAIZERS platform is to bring together companies wishing to raise funds to finance their professional activity on the one hand and, on the other hand, the individuals or legal entities wishing to make an investment by subscription of capital securities and/or bonds.
(B) The RAIZERS Platform is the exclusive property of RAIZERS SA, with share capital of CHF 208.099 whose registered office is located at rue Beau-Séjour 8 C, c/o Olivier Peltier, 1003 Lausanne, registered in the Commercial Register of the Canton of Vaud under the number CHE-405.531.212.
(C) Raizers SAS, with a capital of 900,000 euros, whose registered office is located at 16 Rue Fourcroy 75017 Paris, registered with the Paris Trade and Companies Register under number 804 419 901 RCS PARIS is the sole co-operator, with RAIZERS SA, of the Raizers Platform.
1. DEFINITIONS AND INTERPRETATION
For the purposes of this agreement, capitalized terms shall have the meanings set forth herein, unless the context otherwise requires:
Premature Termination of Collection refers to any termination of a CFO at the initiative of the Funded Company concerned before the end of the Collection that is not imposed by a legal or regulatory standard.
SCO: Swiss Code of Obligations of 30 March 1911.
Collection: operation to raise the funds needed to finance a Funded Company through the Raizers Platform.
Coupon: refers to the interest paid by the Funded Company to the Bondholders.
Documentation: refers, for any Funded Company, to all the communication media and documents transmitted to the User before the Subscription and presenting the CFO. It takes the form, in particular, of the Regulatory Information Document including the interim information form, the issue prospectus or the bond contract, if applicable.
Regulatory Information Document: refers to the information document on the CFO in accordance with the model prescribed in the regulatory information document set out in Appendix 1 of Instruction 2014-10 of the Autorité des marchés financiers or French Financial Markets Authority.
Personal Data: refers to the personal information that the User has recorded when creating the Personal Account, when using the services, as well as the personal information collected automatically as part of the use of services or consultation of the RAIZERS Platform. For Swiss residents and services provided in Switzerland, the concept of Personal Data includes data related to a legal entity.
Personal Account: refers to the account (including the username and password chosen by the User) and the personal space reserved for the User after registration on the RAIZERS Platform containing up-to-date information on the User and allowing access to the presentation of the Financed Companies preselected by the Raizers Platform with a view to a possible Subscription by the User.
Funding: refers to the amount paid by a Subscriber under a CFO.
Force Majeure: refers to all fires, floods, natural elements or other natural disasters, any declarations or progressions of hostilities, wars, riots or public disorder, acts or omissions of the government or competent authorities, breakdowns, blockages, failures or variations in telecommunications facilities or networks or any other causes similar to the aforementioned causes or not beyond the reasonable control of a party to a contract and resulting in any failure or delay in the performance of its obligations under the contract.
Forum: refers to the interactive forum of the RAIZERS Platform dedicated to the exchange of information between the Users and each Funded Company or the "Comments" space.
FSMA : refers to The Financial Services Market Authority sitting at Rue du Congrès 12-14, 1000 Bruxelles
Internet user: refers to any person who consults the public pages of the RAIZERS Platform.
Crowdfunding Offer or CFO: refers to the crowdfunding offer presented by a Funded Company.
Information Note: refers to the information document and the information sheet sent to the FSMA helping to ensure adequate information for retail investors by describing, in a succinct and comparable manner, the main characteristics of the Securities offered, in a manner these Investors are reasonably able to understand the nature of the Securities, as well as the risks associated with them, in accordance with the Belgian Prospectus Law imposing certain information obligations when marketing financial products to retail customers. The Information Note is not reviewed a priori by the FSMA. However, such note may be reviewed a posteriori by the same authority.
Institutional partners: refers to the escrow bank and MangoPay SA, a Luxembourg limited company incorporated under the laws of Luxembourg under the number B173459 (or any other payment service provider or issuer of electronic money in charge of carrying out the subscription payment transactions with which Raizers will have directly entered into an agreement).
Prospectus Law: New Belgian prospectus law which entered into force on July 21, 2018 implementing Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
Party: Refers to RAIZERS, in this sense jointly RAIZERS SAS and RAIZERS SA, when mention of their legal status is not made, if any, and/or any User.
Collection Period: refers to the subscription period, if extended, during which the User may subscribe to a CFO.
RAIZERS Platform: refers to the electronic platform www.raizers.com or any other electronic platform made available to the Subscriber by RAIZERS.
Threshold of Success: refers to the minimum amount of collection required for the finalization of a CFO, in other words a minimum of 75% of the target.
Funded Company: refers to any company presenting a CFO on the Raizers Platform.
Subscriber: refers to any person who realizes a Subscription and pays the corresponding Funding.
Subscription: refers to the commitment made by a Subscriber to participate in a Crowdfunding Offer.
Bonds: refers to bonds as defined by Article L.547-1 of the Monetary and Financial Code, or simple fixed rate bonds.
User: refers to an Internet user duly registered on the RAIZERS Platform and who has accepted the General Terms and Conditions of Use of the Raizers Platform who is either a legal entity or an individual aged 18 years or over at the date of registration on the RAIZERS Platform, enjoying full legal capacity under the applicable law.
Unless expressly stated otherwise or if the context imposes a different meaning:
(i) references herein to the Introduction and to the Articles shall, unless otherwise specified, be deemed to include references to the Introduction and to the Articles of the GTCU;
(ii) the words including the plural must include the singular and vice versa;
(iii) the reference to a person bears implicit reference to the assignees of his/her goodwill and to his/her successors, heirs or assigns, if any;
(iv) the reference to a legal provision includes, where applicable, any amendment or new promulgation of this provision as well as any legal instrument, regulation or order relating to this provision or to its new promulgation; and
(v) the reference to a document refers to that document as it may be amended, replaced by novation or supplemented.
The purpose of these General Terms and Conditions of Use is to define the terms and conditions of use and access to the services that are proposed on the Raizers Platform and define the role and obligations of each.
3. REGULATORY ASPECTS
3.1 RAIZERS SA
RAIZERS SA offers intermediation services in order to link pre-selected companies with their registered office in Switzerland that are organized in the form of a public limited company on the one hand and investors, individuals and/or legal entities on the other.
The content of the RAIZERS Platform is solely for informational purposes for Users. RAIZERS SA, as an operator of the RAIZERS Platform, does not make any offer, request or recommendation to acquire or sell securities or any other equity or investment securities in companies, entities, investment vehicles or other vehicles of collective investment schemes, or to conclude any contractual transaction with itself. Financed Companies, as well as Users, are solely responsible for their respective transactions and operations and cannot rely on RAIZERS SA, as operator of the RAIZERS Platform, to make their investment decisions.
The Swiss Financial Market Supervisory Authority (FINMA) examined the business model of RAIZERS and concluded that its operations via the RAIZERS Platform were not subject to its supervision, authorization under the Swiss Federal Act on Banks and Savings Banks (LB), the Swiss Federal Stock Exchange and Securities Trading Act (SESTA) or under the Swiss Federal Act on Collective Investment Schemes (CISA).
In no event shall RAIZERS SA make any investments or hold any interests in the Financed Companies for its own account and/or that of third parties. Investors make their own investment choices without RAIZERS SA being involved in any way whatsoever in their internal relations. RAIZERS SA does not engage in any trading of the equity securities issued by the Financed Companies nor take the role of issuing company or market maker.
3.2 RAIZERS SAS
Up to French law, RAIZERS SAS is a Crowdfunding Adviser registered in the French Insurance Brokers' Register ORIAS under number 14007002.
Up to Belgium law, in accordance with December 18th, 2016 Act organizing the recognition and supervision of crowdfunding and carrying various provisions in the area of finance, RAIZERS SAS is an Alternative Financing Platform. It is not authorized to provide the investment advice service and cannot carry out an adequacy test with the Users.
The law of July 11, 2018 relating to offers to the public of investment instruments and the admission of investment instruments to trading on regulated markets, governs the limits of public offers in Belgium and determines to what extent RAIZERS SAS must comply certain information obligations towards the Crowd.
4. ACCESS TO THE RAIZERS PLATFORM
RAIZERS SA has developed and implemented the RAIZERS Platform which provides the interface between the User and the Financed Companies wishing to increase their capital or issue bonds.
The RAIZERS Platform, as well as all documents and information available on it, are addressed to and are exclusively accessible by individuals and/or legal entities domiciled in legal jurisdictions or legal systems in which the distribution, publication or use of which is not prohibited or restricted by the regulations and/or the legal provisions in force, or in which RAIZERS has been granted or issued a special authorization or permission to this effect.
Individuals and/or legal entities who are subject to restrictions related to their nationality, domicile, activities or other reasons are expressly prohibited from accessing and using the RAIZERS Platform.
4.1 Access to public pages
The following can be viewed and downloaded on the public and private pages of the RAIZERS Platform:
o the general terms and conditions of use of the RAIZERS Platform;
o the RAIZERS pre-qualification policy of the Financed Companies;
o a pedagogical explanation on the role of Institutional Partners.
4.2 Access to secure pages
4.2.1 User Registration
To become a User, the Internet user must carry out each of the following steps:
- Fill in the mandatory fields in the registration form available on the RAIZERS Platform: surname, first name, email and phone number;
- Understand the general risks inherent in the proposed investments (capital loss, illiquidity etc.) and accept them expressly.
If the User fails to provide the required information or does not accept the risks, RAIZERS will refrain from providing the services. In any event, RAIZERS will not be able to verify the accuracy of the information communicated by the User on his/her profile and will accordingly be justified in presuming it to be fair, unless if the information communicated by the User have an apparent inconsistency.
4.2.2 Presentation of CFOs to the User
In order to login to the Personal Account, the User will enter his/her email address as a login ("login") and the password he/she has chosen; these two elements will be strictly personal and confidential and will not be communicated or shared with third parties.
After identification, subject to compliance with the public offer legislation in his country of residence, all the Documentation containing information relating to the fund raising (bond contract, issuing prospectus, etc.) and the Financed Companies, their financial and legal situation, their activity and prospects will be accessible to the User.
The following information can be consulted and downloaded, in particular in the Regulatory Information Document:
o a description of the activity and project of the Funded Company, including, in particular, the latest accounts, forecasts of the activity and an organizational chart of the management team and the shareholders;
o information on the existing level of participation of the founding shareholders;
o information on the main rights attached to the financial securities covered by the CFO (including political, financial and information rights);
o information relating to the main rights (including political rights, financial rights and information rights) attached to the financial securities and categories of financial securities issued by the Funded Company before or simultaneously with the CFO, as well as all categories of beneficiaries of these financial securities;
o a description of the provisions contained in the Articles of Association of the Funded Company or an extra-statutory pact and organising the liquidity of the financial securities offered or the explicit mention of the absence of such provisions;
o the conditions under which copies of entries in the individual accounts of investors in the books of the Funded Company, materializing ownership of their investment, will be issued;
o a description of the risks specific to the activity and project of the Funded Company as well as the risks inherent in the subscription of a CFO;
o if any, a copy of the last report of the statutory auditor(s) on the regulated agreements presented to the last general meeting of shareholders of the Funded Company.
This information is published by each Funded Company under its own responsibility. It must ensure that the information given to Raizers is not incorrect, misleading, unlawful or immoral.
In particular, if the Funded Company must publish a prospectus (in the case of a public subscription of a Swiss company with more than 20 persons), it will establish it under its sole responsibility and at its own expense and then hand it over to Raizers to post it online. RAIZERS will not control the content, accuracy or completeness of the information contained in the prospectus published by Funded Company, which will bear the sole and exclusive liability of RAIZERS, the responsibility of the issuer within the meaning of Articles 752 and 1156 of the SCO. In particular, when the prospectus is drawn up, the Funded Company is solely responsible for information, documents, files and other contents relating to its activities, legal status and organization contained in the prospectus (Article 652a CO). The Funded Company is also solely responsible for controlling their content and format, as well as adapting, updating, processing or deleting them if necessary.
In accordance with the regulations, RAIZERS performs only a check of consistency, clarity (non-technical and unequivocal language) and balance.
This information will be supplemented by the RAIZERS Platform, in particular in the interim fact sheet, on the following aspects:
o the procedures for collecting and transmitting subscription forms;
o if known, the timetable of the CFO;
o the rules applied in case of over subscription:
o the details of the fees invoiced to the Subscriber;
o the procedures for obtaining the description of the services provided to the Funded Company and the related costs.
All the Documentation available on the RAIZERS Platform will be downloadable, in particular the texts in a printable and non-modifiable version. These will be numbered and dated at the bottom of the page and will always correspond to the last version validated by the Funded Company.
4.2.3 Realization of Subscription to a CFO
Subscribing to CFOs is reserved for Users. To make a Subscription, the Subscriber must carry out each of the following actions:
In accordance with
- Article L. 547-9 of the French Monetary and Financial Code, RAIZERS will carry out a suitability test prior to each Subscription carried out by the User, which is not Belgian resident, in order to verify the consistency between the profile provided by the User and the CFO made available on the RAIZERS Platform;
- Article 25 of the Belgian Law of December 18, 2016, prior to the provision of alternative financing services, RAIZERS will ask the Belgian User to provide information on his knowledge and experience in investing to be able to determine if the CFO that RAIZERS markets are appropriate (suitability test).
- In the event of apparent inconsistency, the User will receive a pop-up message from RAIZERS asking him/her to verify the answers he/she has given in the matching questionnaire;
- Depending on User answers and/or his country of residence, RAIZERS will refuse the Subscription or propose to the User to limit the amount of his/her Subscription to a minimum amount, if this amount seems adapted to the situation of the User;
- Communicate by downloading the documents requested as part of the fight against money laundering;
- If necessary, complete the user profile in the "My profile" tab with the necessary information for the subscription (date of birth, address, IBAN, etc.).
RAIZERS considers by default that the investment is made by the User through a simple account. If this is done through a joint account between spouses, a collective account, an indivision or an inheritance, it is User's responsibility to inform RAIZERS so that it can take this information into account.
If the User fails to provide the required information or does not accept the risks, RAIZERS will refrain from providing the services. In any event, RAIZERS will not be able to verify the accuracy of the information communicated by the User on his/her profile and will accordingly be justified in presuming it to be fair.
The subscription request is made by means of the User clicking on the subscription icon "Invest" appearing on the pages of detailed presentation of the CFO.
As soon as the User makes a Subscription, the following processes are implemented:
1) An e-mail containing the Regulatory Information Document, and the prospectus if applicable, is automatically sent to the User by RAIZERS;
2) The intermediary information sheet, which is downloadable, informs the User about the services provided by Raizers to the Funded Company and the costs related to these services;
3) The User confirms having read the Documentation;
4) The User informs the amount of securities to which he/she wishes to subscribe.
Once the above steps have been completed and the RAIZERS Platform has validated them, the User:
1) will have access to the subscription form, explaining the terms of the Financing and, where applicable, the bond contract or the partners' agreement, whose signature of the subscription form is valid for acceptance;
2) will certify that he/she has read and accepted the terms and conditions;
3) will sign an electronic subscription form;
4) will pay the Subscription Financing to the escrow bank in accordance with the instructions appearing on the Raizers Platform screen or those explicit in the confirmation email of the Subscription received at the end of the Subscription;
5) will have access to their Subscription Form and the maturity of the bond loan, if any, in their Personal Account.
4.2.4 Payment of Financing
RAIZERS is duly empowered to discharge the escrow bank from its obligation to hold the Funds at the end of the Collection Period and instruct it to pay the said sums as follows:
o In the event of a premature termination of the Collection or if, at the end of the subscription period, the total amount of Subscriptions and the sums received by the escrow bank, after possible exercise of the options of withdrawal of all the subscribers, is below the threshold of success, the escrow bank will reimburse the amount paid by the Subscriber;
o If, at the end of the Collection Period, the amount of Subscriptions and the sums received by the escrow bank, after possible exercise of the options of withdrawal of all the subscribers, is greater than or equal to the Threshold of Success, the Financing (net of commissions deducted by the Institutional Partners or RAIZERS) will be paid to the Funded Company.
4.2.5 Cases of post-collection bond payments
The payment of the amounts subscribed, the collection of the Coupons and the repayment of the Bonds shall also be made through the escrow bank.
o For subscribers residing in France and subscribing to a CFO presented by a French company, it is recalled that the collection of Coupons constitutes an investment security with regard to the tax administration. As such, it is subject to social levies and to the income tax scale. The management of these tax flows is assumed by RAIZERS SAS in respect of withholding taxes.
o Any non-resident French taxpayer who wishes to take part in this same CFO must first check and ensure the compatibility of such Subscription with the legislation in force in the State in which it resides, in particular as regards the payment of taxes which may be due in that State as a result of the Subscription.
The reimbursement of the Obligations and/or the interests will be done in the five (5) business days following the expiration date. This period is related to the time required for the funds transfer from a bank account to another and to the tax and administrative treatment of the interests.
4.2.6 Post-Collection Monitoring
In the event of the success of a CFO, a limited follow-up of the activity of the Funded Company post-collection will be carried out through one of the following methods:
Within the framework of a company capital Subscription:
- Providing the Company with an IT and technical solution allowing it to self-manage its relations with the Subscriber after the Collection;
- Establishment of a system for representing the interests of the Subscribers and those of RAIZERS aiming to centralize with RAIZERS the relationship with the Funded Company, to allow it to have a privileged representative after the Collection, for the particular purposes of:
o In the context of a bond issue, monitoring of Coupon payments and capital repayment(s) and supervision of the Funded Company's financial position,
o In the context of capital raising, participation in general meetings and transmission, if necessary, of voting intentions.
To this end, in the event that the Funded Company chooses this method of post-collection monitoring, the Subscriber, by accepting these GTCU, gives RAIZERS a common-interest mandate in order to represent its interests in respect of the Funded Company. Consequently, the Subscriber will make its best efforts to submit any questions and complaints to RAIZERS and not directly contact the management of the Funded Company, as far as possible, for RAIZERS to forward any questions to the Funded Company and ensure the relationship with the latter.
Such a mandate does not imply any waiver by the subscriber of his/her right to participate, as the case may be, in shareholders and/or bondholders meetings of the Funded Company.
The Subscriber acknowledges that the present common-interest mandate is concluded in his/her interest, but also in that of RAIZERS, as an intermediary, and that consequently it can only be revoked by mutual consent of RAIZERS and of the Subscriber. RAIZERS and the Subscriber acknowledge, however, that this warrant will be revoked ipso jure in the event of a transfer to a third party of its securities by the Subscriber.
4.2.7 Subscription to a CFO by Belgian Users
According to the applicable legislations and regulations (and notably the “Loi organisant la reconnaissance et l’encadrement du crowdfunding” dated December 18, 2016), RAIZERS provides to the Belgian Users “financing alternative services”, as such term is defined under article 4 of such legislation dated December 18, 2016.
It is indicated to the User that RAIZERS will not provide investment advice to him and in the case of providing financing alternative services, RAIZERS will proceed with an “appropriateness” test related to the investment vehicles it commercializes.
In the event of failure to such test by the User or if the User refuses to communicate the requested information to realize the test, RAIZERS will inform the concerned User by the opening of a pop-up window.
5. REMUNERATION OF RAIZERS AND ABSENCE OF THE RIGHT OF WITHDRAWAL
5.1 Remuneration of RAIZERS
o Registration as a User is free. The User will pay, according to the CFOs, an investment commission (the "Commission") to RAIZERS for each subscription commitment made on the RAIZERS platform, up to a maximum of 3% including the amount of the Financing. The payment of the Commission shall be made at the time of payment of the Financing. The details of this remuneration are described in the interim information sheet relating to the CFO, which can be downloaded at any time in the Personal Account or at the second stage of the Subscription process.
o Also, the User is informed and agrees that RAIZERS may be remunerated by each Funded Company for the services provided by RAIZERS for its benefit. The details of this remuneration are described in the interim information sheet relating to the CFO, which can be downloaded at any time in the Personal Account or at the second stage of the Subscription process.
Notwithstanding the sums received by RAIZERS from the Financed Companies, RAIZERS will behave loyally and act fairly in the best interests of the User.
RAIZERS recalls that this remuneration is intended in particular to enable RAIZERS to carry out checks on the consistency of the information provided to the User, to ensure support for subscription forms and post-collection follow-up, thereby improving the service rendered to the User.
5.2 Absence of the right of withdrawal
Notwithstanding Article 14 of the “Framework Contract for Payment Service using MANGOPAY Electronic Money” and in accordance with current laws, no right of withdrawal is applicable to the provision of financial instruments. It is understood that such provision is not applicable to Belgian Users which have a withdrawal period of fourteen (14) days, in application of article VI of the Economic Law Code of Belgium.
The User acknowledges and expressly agrees that RAIZERS will not be able to make any refund of the amount of the financial instruments subscribed on the Site and of the commissions paid to RAIZERS after validation of the subscription commitment, except cancellation of the operation by the Funded Company.
6. OBLIGATIONS OF RAIZERS AND OF THE USER
6.1 RAIZERS OBLIGATIONS
RAIZERS has an information obligation towards the potential investors. RAIZERS shall inform the investors concerning the main characteristics of the investment instruments it commercializes. The investors shall be, in a reasonable way, able to understand the nature of such instruments and the risks related to these.
Before the subscription to a CFO, RAIZERS asks to the potential investors to provide information related to their knowledge and experience in investment to be able to determine if the investment instruments it commercializes are appropriate for them.
6.2 USER'S OBLIGATIONS
The User generally has the obligation to (i) comply with the conditions for access to the RAIZERS Platform, (ii) provide accurate and faithful data relating to his or her civil status and profile, (iii) fill in any form and sign any agreements presented as compulsory on the RAIZERS Platform except to immediately close the User Area, (iv) behave in a fair manner with respect to RAIZERS and other users, (v) not use services, (vi) make no commitment to any third party; and (vii) not interfere with or attempt to disrupt the operation of the RAIZERS Platform, and (viii) take all necessary security measures to protect its password.
In the event where the User would not provide the information mentioned above or inadequate information, RAIZERS Platform will inform the User that she cannot determine if the investment vehicles are appropriate for him.
In the event of a violation of the above rules or those set out below, RAIZERS reserves the right to suspend the User's access to the RAIZERS Platform or the Personal Account or Services and/or to terminate the present with respect to the User with immediate effect.
The User also agrees to compensate RAIZERS and its partners and employees for any and all liabilities, losses, damages, claims, penalties, fines, fees and expenses, including, without limitation, reasonable attorney fees that may arise in connection with its use of the RAIZERS Platform and its access to the RAIZERS Platform (i), its use of the Services (ii), any content or information transmitted to RAIZERS or to the RAIZERS Platform (Iii), or failure to comply with any provisions of the GTCU or legal provisions prohibiting access to the RAIZERS Platform and services (iv). However, RAIZERS shall ensure that the information communicated by the User are consistent.
The User shall respect in particular the following provisions.
6.3 Intellectual Property
All intellectual property rights, with the exception of Documentation, such as logos, brand names and computer programs, as well as all updates, new versions and copies of the said programs made available to the User through the RAIZERS Platform are and will remain the exclusive property of RAIZERS or its transferees, successors or assigns and no ownership thereto is hereby transferred to the User.
The right of reproduction is understood only for the purposes of representation on a single screen and is strictly reserved for private use. Any reproduction, distribution or publication of contents for commercial or collective use without prior written permission from RAIZERS is prohibited.
The link mechanism is allowed when the pages related to the RAIZERS Platform appear in an entire, isolated window, under their respective addresses.
6.4 Use of the Forum and online content
Creating a Personal Account gives the User free access to the RAIZERS Platform Forum, an interactive space dedicated to the exchange of information between the User and other users or Financed Companies.
Users are solely responsible for the content published on the Forum. RAIZERS has no control over such content and is not liable for any damage resulting from this content.
The User agrees not to publish content contrary to the purpose of the RAIZERS Platform and/or the provisions of the GTCU and/or content that is unlawful, including:
o malicious, inappropriate, disrespectful, defamatory, xenophobic, racist, hateful, threatening, abusive or insulting content;
o content inciting violence, xenophobia, racism or hatred;
o content that is infringing, secret or confidential, misleading or erroneous (including personal information);
o content that is illegal or prejudicial to public order or morality;
o indecent, obscene or pornographic content.
The User also agrees not to publish content that includes:
o an invasion of privacy and/or image of third parties;
o material protected by copyright;
o trade secrets or business secrets;
o advertisements, commercial solicitations or chain emails;
o Personal Data to third parties except for authorization purposes.
This prohibition applies to any type of communications made via the RAIZERS Platform by the User without limitation, whether public or private, regardless of the person to whom it is addressed, including employees of RAIZERS.
RAIZERS reserves the right to freely modify, without notice. information about the User and/or freely remove without notice any content that, at its sole discretion, violates the terms of the GTCU.
7. ACCESSIBILITY AND TECHNICAL OPERATION OF THE RAIZERS PLATFORM
The RAIZERS Platform is available as much as possible, 24 hours a day, seven days a week. Even as RAIZERS SA has taken all the necessary steps to ensure the reliability of the information, software and services contained on the RAIZERS Platform, it cannot be held responsible for errors, omissions, viruses or outcomes that could be obtained or be the result of improper use thereof.
RAIZERS SA reserves the right to suspend access to the RAIZERS Platform at any time, in particular for reasons of maintenance and site updates.
RAIZERS does not make telephone or permanent email support available to the User but will provide a contact email on the RAIZERS Platform. If the latter has questions about the operation of the RAIZERS platform or service, RAIZERS will endeavour to respond within a reasonable period that is proportionate to the gravity and urgency of the problem and the technicality of the issue (a few days to several weeks).
The User represents and warrants that he/she knows the characteristics, constraints and risks related to Internet use and the lack of privacy that results therefrom.
The equipment (computers, software, electronic media, etc.) allowing access to services are the sole responsibility of the User, as well as electronic communication costs incurred by their use. The use of any software downloaded from the RAIZERS Platform is governed by the terms of the license accompanying it. RAIZERS assumes no liability in connection with the use of the abovementioned hardware or software.
The RAIZERS Platform contains links to websites operated by third parties. RAIZERS cannot exercise any control over these sites nor assume any responsibility for their content. Accordingly, RAIZERS provides no warranty regarding the content and operation of these websites.
Users are solely responsible for the quality and confidentiality of the password chosen during registration, and any activity generated by their password and account. It is also responsible for ensuring that it closes its account at the end of each session. RAIZERS cannot be held responsible for any loss or damage arising from breach of the GTCU.
The User agrees to immediately notify RAIZERS of any fraudulent use of the password or Personal Account and any other breach of security.
8.1 Nature of liability
To the extent permitted by applicable law, RAIZERS is not liable for any direct, indirect, incidental, special, derivative, or any exemplary damages, including, among other things, damages for lost profits, loss of clientèle, loss of use, data or other intangible losses (even if RAIZERS has been advised of the possibility of such damages) arising from use of the services or RAIZERS platform; the RAIZERS Platform or the inability to use it; unauthorized access to your data or their alteration; statements or conduct of any third party on the RAIZERS Platform; information and all documents available on the RAIZERS Platform; or any other matter relating to the RAIZERS Platform.
8.2 General limitation of liability
RAIZERS may be held liable if there is serious or wilful misconduct on the part of RAIZERS.
RAIZERS will not be liable to the User for a possible degradation, suspension or interruption of service due to Force Majeure.
8.3 SPECIFIC EXCLUSIONS OF LIABILITY
8.3.1 LACK OF RELIABILITY OR OPERATION OF COMMUNICATION NETWORKS
The User acknowledges that RAIZERS SA has no control over the transfer of data over public communication networks such as the Internet and the operation of these networks. The User acknowledges and agrees that RAIZERS SA cannot guarantee the confidentiality of data when transferring it over public networks. Accordingly, RAIZERS SA cannot be held liable in cases including diversion, misappropriation, data corruption or other event likely to affect it occurring during transfer over public telecommunications networks. RAIZERS SA does not guarantee the compatibility of the RAIZERS Platform with all browsers.
8.3.2 LACK OF RELIABILITY OR OPERATION OF NETWORK OPERATORS OR INTERNET ACCESS PROVIDERS
RAIZERS SA cannot be held responsible for damage resulting from lack of access to the RAIZERS Platform due to disruption of network operators or Internet access providers or network congestion.
8.3.3 MALFUNCTION OF EQUIPMENT OR HANDLING ERROR/USER FAULT
RAIZERS SA cannot be held responsible for damages resulting from failure in computer systems and equipment of the User and/or misuse or handling of the user, a fault or negligence of the user or use of the RAIZERS Platform contrary to the GTCU.
8.3.4 SECURITY AND PERSONAL DATA
RAIZERS SA undertakes to use its best efforts to ensure that access to RAIZERS computer equipment and facilities be protected to limit unauthorized third party access to User's confidential data. However, RAIZERS SA shall not be liable for technical problems and incidents that may occur and cause damage to Personal Data.
The User remains solely responsible for the use of its identification elements by third parties or for actions or statements made through his/her Personal Account as User, whether fraudulent or not. The User guarantees RAIZERS SA against all claims in this regard.
8.3.5 PRE-QUALIFICATION PROCEDURE
The Financed Companies pre-qualification procedure allows only to guarantee the User their legal existence and their registration. Other criteria used by RAIZERS for pre-qualification, while they cover some legal or financial aspects, are not based on any codified or regulated methodology as part of its business. In particular, even when it uses the services of a professional expert, RAIZERS cannot assume the responsibility of an auditor, an accountant or a regulated legal profession. The selection procedure of the operations is described at: https://www.raizers.com/se-financer#crowdfunding.
However, RAIZERS is acting in good faith and in fair and professional manner and agrees to act in the best interest of its clients. RAIZERS agrees to communicate to the investors correct, precise, and non-misleading information.
The User decides, under his/her own responsibility, whether to invest in the context of the Financed Companies presented on the RAIZERS Platform or not. It is responsible for analysing the quality of the said CFOs, its chances of success and the amount of investment to be made in this context. RAIZERS is not responsible for any possible damages suffered by the User following the occurrence of the risks associated with the CFOs.
The User will be solely responsible for the review of the tax rules applicable to the Subscription, the Financing and potential revenue to be collected due to the possession or sale of its securities. RAIZERS gives no guarantee on the eligibility of the Financed Companies to a tax exemption.
If RAIZERS would present an operation as giving a right to tax advantages, the Platform would take reasonable measures to ensure that the conditions provided for the application of such advantages are well executed.
The information in the documentation and made available on the RAIZERS Platform by RAIZERS is broadcast on the initiative of the Funded Company which is responsible for the accuracy, non-misleading nature and completeness of the information in the Documentation except in the case where the Funded Company would provide information which are clearly incoherent. In such situation RAIZERS would have to search such inconsistencies.
In particular, the Financed Companies headquartered in Switzerland assume the responsibility of the issuer under Articles 752 and 1156 of the SCO for the content of information provided in the prospectus, as well as the establishment the subscription form, except in the case where the content of the information published in the prospectus of issuance would be clearly inconsistent.
Similarly, checking the consistency of the documentation is based on the assumption that the data transmitted by the Financed Companies is accurate and complete.
8.3.7 VIOLATIONS COMMITTED BY THIRD PARTIES
RAIZERS cannot be held responsible for damages resulting from the conduct of third parties, in particular contractual or criminal misconduct by the Financed Companies (whether in the use of funds collected, in accordance with the rules applicable to their relationship with the Subscriber as part of the collection or after) or by an Institutional Partner.
9. VALIDITY, AMENDMENTS AND TERMINATION
The GTCU take effect after their publication on the RAIZERS Platform and remain in effect until partially or totally modified by RAIZERS. At the inscription on the Platform, the User receives an updated version of the GTCU in pdf format in a marketing mail. RAIZERS can change the General Terms and Conditions of Use of the RAIZERS Platform. The User must therefore refer to the latest version of the GTCU accessible on the RAIZERS Platform on the consultation date of the RAIZERS Platform. In case of modification of the GTCU, RAIZERS will ask the User to accept the new version at the next connection to the RAIZERS Platform. The User will be obliged to accept them in order to access the content of the Platform. RAIZERS will give access on the Platform to the new version of the GTCUs as well as to the previous versions allowing the User to consult the changes made. The User will have access to the GTCU at any time on the Platform. The new version as well as previous versions will be available on a durable medium, and the User will be able to consult the latest changes made. RAIZERS also reserves the right to modify or to change the pages of the RAIZERS Platform, services, prices or access conditions at any time. These changes will be effective upon posting on the RAIZERS Platform. In case of modification of the prices, RAIZERS will communicate to the User the new pricing policy by email.
The User will expressly accept the modifications of the CGU in his Personal Account.
For access to some sections of the RAIZERS Platform, the GTCU may be supplemented by the additional conditions to be addressed directly to the User.
The GTCU constitute a contract of indefinite duration and may be terminated by operation of law:
(a) by the User at any time without notice;
(b) by RAIZERS at any time, upon thirty (30) days' notice except in the case of (c);
(c) by RAIZERS without notice in case of non-compliance by the User with the GTCU.
Notwithstanding this termination, for Subscriptions made by the User prior to the effective date of termination, the rights and obligations of the Parties under the GTCU will continue:
o In the event of the breach of the Threshold of Success with post-Collection follow-up by a common-interest mandate: until the term of this mandate;
o In any other case (absence of reaching the Threshold of Success on the expiration of the Collection Period, etc.) until the end of the CFO.
The User will have access to its Personal Account only for the monitoring of Subscriptions made prior to the date the termination takes effect.
10.1 Notification methods
Any notice, request or communication made pursuant to the GTCU must be made by a written instrument delivered, by any means, to the party concerned.
Any notice, request or communication to be made and any document to be issued by a Party to another Party in pursuance hereof shall be made according to the indications below:
(a) With respect to RAIZERS: To the attention of: email@example.com
(b) With respect to the User: To the address, phone number, email address, service name or responsible indicated by the User in his/her Personal Account.
10.3 Notices shall be deemed performed:
(a) by registered letter with acknowledgement of receipt: the date of first presentation of the registered letter by the postal service, the date mentioned on the receipt evidencing the date;
(b) by hand delivery: the date mentioned on the receipt signed by the recipient or any of its employees or agents.
(c) by electronic communication: the date mentioned on the dispatched message provided it has been received in readable form.
If one or more provisions of these General Terms and Conditions of Use should be declared invalid, such invalidity shall not affect the remaining provisions, which shall remain valid and will continue to apply. If a clause were to be removed or missing, it would be replaced by a legally valid provision consistent with the purpose of these GTCU.
11.2 Comprehensive nature
Unless otherwise stated, the GTCU contain in a comprehensive and exclusive manner all the terms applicable to the subject matter hereof and supersedes all negotiations, communications, statements and previous commitments, whether oral or written, between the Parties as to the subject matter hereof. The GTCU take precedence over any information medium.
In case of a Platform’s buy out, RAIZERS reserves the right to transfer to any third party of its choice all or part of its rights and obligations under these General Terms and Conditions of Use, which the User accepts without reservation.
Any complaint concerning this Site and/or its content must be addressed to firstname.lastname@example.org or the following telephone number: +33 9 83 60 48 17, with Mr Grégoire Linder, the Managing Director of RAIZERS SAS.
RAIZERS will make every effort to respond to all complaints within the following timeframes:
o Maximum of ten (10) working days as of receipt of the complaint, to acknowledge receipt, unless the response itself is made to the customer within this period;
o Two (2) months, except in the occurrence of special circumstances, between the date of receipt of the claim and the date of dispatch of the response to the client.
The User acknowledges and agrees that:
o The information provided by RAIZERS by email and on the RAIZERS Platform are legally binding between the Parties, and receive the same probative force as a handwritten document;
o All data contained in an unalterable, reliable, and secure manner in the RAIZERS computer database pertaining to particular orders and confirmations received from the User, notifications sent, access, withdrawals, refunds will be legally binding between the Parties until proven otherwise.
13. APPLICABLE LAW - JURISDICTION
These GTCU are governed by French law and fall under the jurisdiction of he French courts.
14. LEGAL NOTICES
(a) Publisher of the RAIZERS Platform: This site is published by RAIZERS SA
(b) Host of the RAIZERS Platform: OVH Company
(c) Contact for any complaint concerning this Site and/or its contents: email@example.com
Effective May 25, 2018
1 - Entity responsible for the processing of personal data (the controller)
The controller is the company that defines for what purpose and how your Personal Data are used :
RAIZERS SA, domiciled rue Beau-Séjour 8 C, c/o Olivier Peltier, 1003 Lausanne, hereinafter referred to as "RAIZERS".
2 - Nature of data collected
The data collected on the RAIZERS Platform are those enabling RAIZERS to identify Users directly or indirectly with a view to providing the various services offered by the RAIZERS Platform.
This may include personal data such as surname, first name, email address, postal address, telephone number, date of birth, gender or login data such as IP address and browser data such as cookies. Data must also be provided by Users for the purpose of paying a subscription or refund (IBAN, BIC, identity of bank account holder, securities account holder).
3 - Purpose of the processing
Personal Data will be used for the purposes of:
- Execution of the contract between RAIZERS and the User (see General Conditions of Use):
- Register and identify an Internet user or the User and/or verify the conformity of their use of the RAIZERS Platform;
- Protect the RAIZERS Platform and/or the User / an Internet user;
- Ensure the correct treatment of the Subscription;
- Creation of statistics and tests.
- Legitimate objective: the Personal Data collected may be necessary for the pursuit of a legitimate objective such that all forms of communication with Internet users/Users within the framework of the services offered on the RAIZERS Platform, it is being specified that if an Internet user/User no longer wished to receive communications, he/she would have the possibility of informing RAIZERS who would unsubscribe from any communication.
- Legal obligation within the framework of the activity of Participating Investment Advisor:
- "Know Your Customer" process;
- Prevention of abuse and fraud;
- Respond to a request from an administrative or legal authority;
- Comply with its obligations to prevent money laundering and terrorist financing.
The User expressly agrees that his Personal Data may be transmitted between the different companies of the RAIZERS group.
In addition, for the operation of the RAIZERS Platform, Personal Data is collected automatically by RAIZERS through cookies and other tracking devices. This is notably the case of the IP address, the date and time of access to the RAIZERS Platform, the URL visited, the site of origin, the type of browser and the operating system. RAIZERS therefore reserves the right to use the IP address of the User or of another Internet user in cooperation with his Internet access provider.
4 - Time of collection
The data collected by RAIZERS are freely communicated by the User.
Personal data are collected when using the RAIZERS Platform, in particular when the User :
- Create an account on the RAIZERS Platform;
- Navigates on the RAIZERS Platform pages;
- Conclude a contract and/or fill out a subscription form;
- Send a request to RAIZERS via the contact form.
5 - Consent
IMPORTANT : NOTE TO INTERNET USERS
If the User wishes to withdraw his consent to the processing of his data, he may send a request to RAIZERS in accordance with the procedure described in Article 8 below.
6 - Recipients of personal data
The recipient of the personal data collected on the RAIZERS Platform is RAIZERS in the first place.
Other recipients may have access to personal data, such as RAIZERS service providers or subcontractors. The list of recipients can be consulted at any time at the request of Users.
The Personal Data transmitted may, in the course of various operations, be transferred to a country of the European Union or outside the European Union.
In the event of a change of control of RAIZERS, an acquisition, a collective procedure or a sale of RAIZERS assets, the data collected by RAIZERS may be transferred to third parties.
7 - Length of data retention
To ensure the proper processing of financial transactions, your personal data must be kept and updated regularly throughout the time you are an investor.
In order to meet legal and/or regulatory obligations and/or to respond to requests from the authorities authorized to make the request, your personal data will be kept for the following periods in accordance with your situation:
- For a term of 10 years beyond the transaction date for all equity investments;
- For a term of 5 years beyond the repayment date for any loan investment; and
- For a period of 5 years for all other cases after the end of the contractual relationship.
8 - Right of access and rectification
The User will have to update his information and appearing on his Individualized Space. For the deletion of his Individual Space, the User may send an e-mail containing his user name and password to RAIZERS. The User may at any time exercise his rights concerning the collection and processing of his Personal Data:
- Right to access Personal Data: to access the information that has been provided to Raizers;
- Right to rectification of Personal Data: request correction of any error, obsolete information or omission in the information that has been provided to Raizers;
- Right to withdraw consent: request that some of the information provided by Raizers not be used in future processing or transfers;
- Right to the portability of Personal Data: request that Raizers send to a third party the information that has been provided to Raizers within the limits of the legal grounds that justified the collection and processing of this data;
- Right to the deletion of Personal Data: request the deletion of information that has been provided to Raizers within the legal grounds that justified the collection of such data.
However, the User acknowledges that the processing carried out before the consent is revoked remains perfectly valid.
The User also has the right to object without reason to RAIZERS profiling its data in the context of sending content or communications for commercial prospecting purposes. However, in accordance with Article 12.6 of the RGPD, RAIZERS, as controller, reserves the right to request proof of identity from the applicant in order to exercise these rights. The Personal Data used to justify the identity of the User will then be deleted once the request has been processed.
The User may exercise these rights by sending an email to firstname.lastname@example.org or to one of the following postal addresses:
For Internet users residing in France:
16 rue Fourcroy – 75 017 Paris
For Internet users residing in any other country :
Rue Beau-Séjour 8 C, c/o Olivier Peltier
9 - Response time
RAIZERS undertakes to respond to your request for access, rectification or opposition or any other additional request for information within a reasonable period which shall not exceed one (1) month from receipt of your request.
10 - Violation of Personal Data
In the event of a violation of Personal Data (article 34 of the RGPD), Raizers undertakes to inform, in addition to the CNIL, the Users concerned (i.e. the owners of the Personal Data) as soon as possible, if these pose a high risk to rights and freedoms.
(3) Conflict of interest management policy
- The French legislation relating to the Conseillers en Investissements Participatif;
- Belgian legislation relating to Alternative Financing Platforms, in particular article 27 of the law of 18 December 2016;
Raizers SA and Raizers SAS have established the following conflict of interest management policy and procedures.
- Identification of conflict of interest situations
- Raizers holds securities of the issuer prior to the transaction;
- Raizers has a business relationship with a competitor(s) of the issuer;
- The client's interest is at variance with Raizers' commercial interest; and
- Conflicts of interest that may affect Raizers employees :
- The employee responsible for the design and implementation of the transaction holds, directly or through an intermediary, listed or unlisted securities of the issuer prior to the opening of the transaction;
- The employee responsible for the design and implementation of the transaction has a non patrimonial relationship with the issuer;
- The employee responsible for the design and implementation of the transaction receives direct remuneration and/or gifts from the issuer of the securities concerned;
- Prevention system
By signing the company's code of good conduct, the company and its employees undertake to direct all their actions in the interests of the customer and refrain from doing so:
- To receive any remuneration, directly or indirectly, other than that indicated in the transparency framework explained below;
- Not to have an employee analyse an offer if he or she holds securities of the issuer and/or if he or she has a non-pecuniary relationship with the issuer.
The company may accept gifts and invitations if these are not likely to compromise the impartiality, independence or objectivity required to the company to perform its missions.
3. Transparency on potential conflicts
During the subscription process, the company informs its customers, through the "interim information sheet", of the identity of the issuers with which it has a commercial relationship.
Thus, the description of the fees charged to the investor is followed by the following paragraph: "You may obtain a detailed description of the services provided to the issuer of the securities being considered for subscription and the related fees on request from the following address RAIZERS SAS - 16 rue Fourcroy - 75017 Paris. »
In addition, the company, including all of its constituent entities, its directors and employees, shall at all times inform all users of the platform in a complete, accurate and comprehensible manner of the existence, nature and amount of any remuneration, commission or benefit that it may receive.
Finally, the payment by a third party of any remuneration or the granting by a third party of any non-monetary benefit on the basis of a recommendation from the company is only permitted if it is intended to improve the quality of the advice provided to the client and does not undermine the company's obligation to act in the best interests of the client.
In the case where the measures taken to avoid a conflict of interests do not guarantee with a reasonable certainty that the risk to prejudice the Investor’s interests will be avoided, RAIZERS will send an email to the Investors describing the nature and the source of the conflict of interests. RAIZERS will communicate the potential impact that the conflict of interests could have on the Investor and the consequences that such conflict could produce.
The Investor will have the choice to take part to the project or not.
4. Investment fund
The company advises its clients that she has created an investment fund.
The investment fund’s purpose is to invest in real estate operations selected by Raizers SAS or Raizers SA.
To avoid potential conflicts of interests, the prospectus of the investment fund provides a strict investment policy.
An automatic investment will occur which will take into account the rules defined in the prospectus and Raizers will not be able notably to decide the amounts invested. Such investment rules are mandatory and apply to Raizers in any cases.
(4) Framework Contract for Payment Services using MANGOPAY Electronic Money
The customer, a natural person being of age and having full capacity, resident in a European Union Member State or in a state party to the Agreement on the European Economic Area or in a third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, or a legal person registered in one of these states, acting on his/her/its behalf for commercial, industrial, craft or professional purposes, as a seller of goods or services on the Website,
hereinafter referred to as “the Seller”, on one hand; and
MANGOPAY S.A., a public limited company governed by Luxembourg law, with a capital of 2 000 000 euros, whose registered office is located at 10 Boulevard Royal, L-2449 Luxembourg and registered in the Luxembourg Trade and Companies Register under the number B173459, approved as an E-money institution, including the license to offer payment account services, by the Financial Sector Supervisory Commission (CSSF), 283 route d’Arlon L-1150 Luxembourg, www.cssf.lu, and authorised to carry out its business in Europe,
hereinafter referred to as “the Service Provider”, on the other hand;
hereinafter collectively referred to as the “Parties”.
The Seller is advised to carefully read these General Terms and Conditions and the Special Conditions, which together form the “Framework Agreement” and which have been communicated to the Seller on the Website, before accepting them.
The Seller is informed that the language used for communicating with the Service Provider is French, English or German.
For the purposes hereof, the terms hereafter are defined as follows:
Banks: Credit institutions in charge of the protection of funds collected by the Service Provider on behalf of the Seller. These funds are held in a holding account that has been opened for this purpose. The designated institution is currently ING Luxembourg. The Service Provider reserves the right to select any other credit institution based in a European Union Member State or in a State party to the agreement on the European Economic Area. The current list of the selected credit institutions is available upon request at the Service Provider.
Buyer: Any legal entity or natural person having purchased goods or services offered for sale on the Website and used Accepted Payment Methods to transfer funds.
Card: Bank, payment or credit card linked to one of the following networks: Visa, MasterCard or CB.
Accepted Payment Methods: Means a payment by Card, by bank wire transfer or by any other means accepted by the Service Provider in order to pay the purchase price for products bought via the Website to the Payment Account which the Seller holds with the Service Provider.
European Economic Area: Means the economic area comprising the member states of the European Free Trade Association (EFTA) – Iceland, Liechtenstein and Norway – and all member states of the European Union (EU).
General Terms and Conditions: Means the present document.
Pricing Conditions: Means the document comprising all the fees due by the Seller for the use and management of the Payment Account, especially for transfer of funds and transactions carried out in connection with the Payment Account. The Pricing Conditions are included in the Website’s pricing on the Website’s General Terms and Conditions
Special Conditions: Means the form to be completed by the Seller on the Website, notably including the Pricing Conditions applicable to the payment services.
Website’s General Terms and Conditions: Means the general terms and conditions of use of the Website, concluded between the Website user and the Platform, notably governing access to the Website.
Framework Agreement: Means the payment service framework agreement formed as a result of these General Terms and Conditions and the Special Conditions.
Payment Account or Account: Account managed by the Service Provider on behalf of a Seller and used for the purposes of executing Payment Transactions. Under no circumstances may the Payment Account be compared to a deposit account.
Seller: Means any legal entity or natural person acting on its/his/her own behalf as a seller of goods and/or services on the Website.
Platform: Means the company which operates the Website. The Platform prepares, facilitates and advises Sellers for the purpose of concluding the Framework Agreement through the Website. The Service Provider has appointed the Platform as an agent for its payment services (within the meaning of Art. 4 para. 24 of the European Payment Services Directive I, 2007/64/EC of 13 November 2007) with the Luxembourg Financial Sector Supervisory Commission (CSSF). The Service Provider remains responsible vis-à-vis the Sellers for any payment activities delegated to the Platform in its role as an agent.
Business Day: Means a calendar day with the exception of Saturdays, Sundays and public holidays in France, Luxembourg and Germany, on which the payment infrastructures of these countries and Banks used carry out their regular business activities.
Payment Transaction: Means a transfer of money from the Payment Account of a Seller to his/her regular bank account. The Service Provider will initiate a Payment Transaction automatically and without further involvement of the Seller in each case where money is completely available, less the fees owed by the Seller under this Framework Agreement.
Website: Means the website with the URL ..................... or other associated Top Level Domains operated by the Platform.
Seller: Means a person selling goods via the Website on behalf of which a Payment Account is opened in order to receive payments from Buyers.
These General Terms and Conditions aim to define the conditions in which the Service Provider supplies payment services to the Seller in return for remuneration as defined in Article 17 herein and according to the applicable Special Conditions.
These payment services include:
- Opening and management of a Payment Account,
- Credited to the Payment Account: registration of funds transferred by Accepted Payment Methods by Buyers,
- Debited from the Payment Account: the execution of transfers to the bank account of the Seller (Payment Transaction), the collection of fees owed pursuant to this Framework Agreement, the reversal of transfers of funds made by a Buyer by Accepted Payment Methods.
The Account shall not be subject to any overdraft, advance, credit or discount.
The Service Provider has authorised the Platform to facilitate the conclusion of this Framework Agreement with each Seller and to support the Sellers throughout their relations with the Service Provider. The Service Provider remains responsible vis-à-vis the Sellers for any payment activities delegated to the Platform.
These General Terms and Conditions and the Special Conditions constitute the entire Framework Agreement concluded between the Parties for the use of payment services and the opening and management of the Payment Account by the Service Provider.
The Seller may, at any time and at no cost, obtain a copy of these documents by accessing the Website. In case of a dispute between the Parties, the Framework Agreement shall prevail.
3. Opening an Account
3.1 Conditions required for and prior to opening an Account
Any natural person of at least 18 (eighteen) years of age, of legal capacity, as well as any legal person, resident or registered in a member State of the European Union or in a state that is party to the agreement relating to the European Economic Area, or in a third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, may send a request to open an Account, provided that the person is registered on the Website as a Seller.
3.2 Procedure for registering and opening an Account
The Seller must provide the Service Provider, through the Platform, with:
• his/her surname, first name, address, email address, date of birth and nationality, (for natural persons) or
• the company name, corporate form, capital, the address of its registered office, the description of its business activity, the identity of partners and company executives, as well as the list of beneficial owners as defined by the regulations, a company registration certificate dated less than three months and the articles of association (for legal persons),
if this information has not already been provided to the Platform or if the Seller does not authorise the Platform to communicate it to the Service Provider.
Pursuant to the laws for the prevention of money laundering and terrorism financing, the Service Provider is obliged to identify every Seller and to collect certain documents and information in this regard.
The minimum documents required by the Service Provider for any Seller who is a natural person, are the following:
- a copy of a currently valid official document proving the Seller’s identity (for example: identity card, driving licence, and, for third-country nationals in the European Union, a passport),
- an original copy or a copy of an extract from the official register, dated not more than three months, recording the Seller’s registration in the national directory of trades or any other organisation with which the Seller is required to register.
The documents required for any Seller who is a legal entity in accordance with the foregoing are the following:
- original copy or copy of an extract from the official register, dated not more than three months, recording the name, legal structure, address of the registered office and identity of the partners and company executives mentioned in paragraphs 1° and 2° of Article R.123-54 of the Commercial Code or their equivalent codes under foreign law;
- a copy of the Articles of Association and any decisions appointing the certified true legal representative;
- a copy of the legal representative’s identity card or passport and, if and where appropriate, of the beneficial owner.
It is expressly provided that the Service Provider retains the option to request, at any time, any additional documents concerning the Seller, the beneficial owner or a specific Payment Transaction.
The Seller provides the bank account information relating to an account opened in his/her name with a bank established in a member State of the European Union or in a State party to the agreement on the European Economic Area or in a third-party country imposing equivalent obligations in terms of the prevention of money laundering and the financing of terrorism. Payment Transactions will be carried out from the Payment Account to such a bank account only.
After carefully reading the Framework Agreement, the Seller must accept it according to the procedures provided for by the Website and provide all information and supporting documents that are requested from him/her by the Service Provider through the Platform. By agreeing to the terms of the Framework Agreement, the Seller accepts that the Platform will transmit to the Service Provider his/her application for registration as a Seller and all supporting documents received by it.
Only the Service Provider can - within an inspection period of three (3) Business Days – accept the registration of a Seller as a customer of the Service Provider and open an Account in his/her name. The Service Provider may, without stating reasons and with no right to compensation for the Seller, refuse an application to register and to open an Account. After completion of the inspection, the Service Provider will inform the Platform about the result. The Platform will notify the Seller of the result by any means in accordance with the terms specified on the Website.
The Seller declares at the time of transmission of his/her registration request to the Platform and for the whole duration of the Framework Agreement:
(a) that he/she is at least 18 (eighteen) years of age and of legal capacity or that his/her establishment is validly incorporated in the form of a company,
(b) that he/she is acting on his/her own behalf;
(c) that all information provided at the time of his/her registration is sincere, accurate and up-to-date.
As per the discretion of the Service Provider, the use of a Payment Account may be limited without the Service Provider having to justify its decision to the respective Seller.
After being registered as a customer of the Service Provider, the Seller may login with his/her Website account and password. The Seller is fully responsible for maintaining the confidentiality of his/her login details. He/she accepts not to use the name or login details of another person at any time, nor disclose his/her login details to a third party. The Seller accepts to immediately notify the Platform, in the event that he/she suspects unauthorised use of his/her login details He/she alone is responsible for any use of his/her login details.
4. Operation of the Payment Account
The sums transferred by Accepted Payment Methods by the Buyers are credited to the Payment Account opened on behalf of the designated Seller.
The sums debited from the Payment Account result from
(i) the execution of Payment Transactions to a regular bank account opened in the Seller’s name at a bank supervised by an Authority of a European Union member state or a European Economic Area state or a third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism,
(ii) the collection by the Service Provider of the fees owed by the Seller under the Framework Contract or,
(iii) the reversal of a transaction made by a Buyer by Accept Payment Methods.
4.1 Registration of sums transferred by Accepted Payment Methods by the Buyers and credited to the Account
Payment of the price of goods or services purchased on the Website by a Buyer may be made by Accepted Payment Methods, in one or more instalments. When the Buyer wishes to carry out such a transaction, the Buyer logs in to the Website and enters the transfer order for the funds on a payment page dedicated for this purpose. For any payment, the Buyer may be asked to enter a single-use code notified to his/her mobile phone for the attention of the institution having issued the Card. If and where appropriate, it is the responsibility of the Service Provider to refuse any payment at its discretion and without this decision giving rise to any compensation. The transfer of funds by Card is executed by the institution having issued the Card. Any dispute surrounding such a transfer must be notified to the aforementioned institution. The Service Provider is not authorised to cancel such a transfer.
The Seller is informed that acceptance of a transfer order for payment by Accepted Payment Methods by the Service Provider does not guarantee that the Seller will receive the corresponding funds in his/her Account. The registration of funds into the Seller’s Payment Account is conditioned upon actual receipt by the Service Provider of the funds collected minus the fees agreed in the Special Conditions.
In the absence of receipt of funds for technical reasons, the Service Provider will make every effort to complete the transaction. In the absence of receipt of funds for any other reason, the Service Provider will inform the Seller within 48 hours that it has been unable to credit the Seller’s Account with the expected amount, so that he/she can contact the Buyer.
In the event that the transfer of funds by Card registered in the Seller’s Account is cancelled by the issuer of the Card following a dispute with the Buyer, the Seller accepts that the Service Provider may reverse any transfer of funds by Card by debiting the corresponding amount from the Payment Account. The Seller acknowledges that such a dispute may be brought to the attention of the Card issuer until the expiry of a maximum period of 13 months following the debit date of the account with which said Card is associated. The Service Provider may, in the absence of sufficient funds in the Account and in order to carry out such a reversal, suspend or cancel any Payment Transaction, or, if necessary, have the Seller’s rights subrogated and proceed with the collection of sums owed by the Buyer by any means.
The Seller may, at any time, instruct the Service Provider to cancel a transfer of funds by Accepted Payment Methods, in order to repay a designated Buyer the purchase price of goods or services under the sales conditions adopted by each Seller. The Seller identifies himself on the Website by indicating his/her user name and password. In his/her personal Website account, the Seller indicates the repayment, the Buyer to be recredited and any other information required.
In case of payment by Card, the repayment transaction is carried out by the Service Provider by crediting the Card used by the Buyer within the limits of the rules of each network and within five business days following receipt by the Service Provider of the request for repayment. In case of other Accepted Payment Methods, the Service Provider will repay the Buyer corresponding to the Accepted Payment Method used by the Buyer for his/her payment. Where the Service Provider requires the bank details of a Buyer in order to carry out the repayment, the Platform will contact the Buyer and provide the Service Provider with the respective bank details.
4.3 Execution of Payment Transactions
The sums credited to the Payment Account will be transferred automatically to the bank account of the Seller – less fees owed by the Seller under this Framework Agreement – as soon as the following conditions are met:
- The purchased good for which the sums have been payed has been delivered to the Buyer according to the delivery service; and
- The 14 days withdrawal period has expired without the Buyer executing his right of withdrawal.
As soon as these conditions are met, the Service Provider will transfer the respective amount from the Payment Account to the Seller’s bank account automatically and without the requirement of the Seller’s further activity.
5. Blocking of login details, Transaction dispute and Reporting
5.1 Blocking of login details
The Payment Account is accessible only via the Website with the same login details used for access to the personal Website account of each Seller. Therefore, the Seller must inform the Platform of the loss or theft of his/her login details, misappropriation or any unauthorised use of them or of his/her data without undue delay in order to request that the login details be blocked. The blocking request must be made in accordance with the General Terms and Conditions of the Website.
The Platform will execute the blocking request for the concerned login details to the Website in accordance with the General Terms and Conditions of the Website. As the Payment Account is accessible only via the Website, the Account will not be reachable after the login details are blocked. The Platform will inform the Service Provider without undue delay about the blocking of the login details for the Website. As the unauthorised use of login details normally can’t result in a misuse of the Payment Account, Payment Transactions will usually not be stopped due to a blocking of login details. Nonetheless, the Service Provider in coordination with the Platform can block the Payment Account in the event of special circumstances which justify blocking the Account and stopping Payment Transactions.
The Service Provider and the Platform shall not be held liable for any consequences arising from blocking by fax or e-mail which was not sent by the Seller.
5.2 Disputing a Transaction
For any complaint relating to the Payment Transactions executed by the Service Provider as part of this Framework Agreement, the Seller is advised to contact the Platform’s customer service or the address indicated for this purpose in the Website’s General Terms and Conditions.
If a Payment Transaction is executed by the Service Provider with errors due to its fault, the Payment Transaction will be cancelled and the Account will be restored to its situation prior to execution of the Payment Transaction. The Payment Transaction will then be executed again correctly.
The Seller who wishes to dispute a transaction unauthorised by him/her must contact the Platform’s customer service by telephone as soon as possible following his/her becoming aware of the anomaly and no later than eight (8) weeks following entry of the transaction in the Account. The Platform is responsible for transmitting the dispute to the Service Provider without undue delay. After validation of the legitimacy of the request transmitted by the Platform to the Service Provider, the Service Provider will cancel the transaction and apply a temporary credit to the Account in order to restore it to the state in which it would have been if the disputed transaction had not been carried out. After an investigation into the validity of the dispute, the Service Provider will consequently adjust the Account and is authorised to reverse any Account entry that has been unduly made
Fees indicated in the Special Conditions may be collected in case of an unjustified dispute of a Payment Transaction.
The Seller may access, at any time, his/her personal page on the Website, showing the amount of money credited to his/her Account but which has not been transferred yet to his bank account as the conditions mentioned in Art. 4.3 are not fully met.
The Seller will be able to consult on his/her personal page on the Website a statement of Payment Transactions made from the Account. He/she is invited to carefully study the list of these Payment Transactions.
The Service Provider shall make available to the Seller, upon written request, a monthly Account statement covering the previous thirteen (13) months.
6. Amendment of the Framework Agreement
The Service Provider reserves the right, at any time, to amend the Framework Agreement. Such amendments are made accessible by the Platform to all Sellers prior to their coming into force.
Any Seller may refuse the amendments proposed and must notify the Platform’s customer service of the refusal by written notice prior to the amendments coming into force.
In case of a refusal of the amendments by the Seller, this refusal will result in the termination of the Framework Agreement, at no cost, and in the transfer of the money held in the Payment Account to the bank account of the Seller.
If the Seller does not refuse the amendments, the relationship between the Parties shall be governed by the new version of the Framework Agreement.
It is therefore important that the Seller reads his/her e-mails and regularly reads the Framework Agreement available on the Website at any time.
The Service Provider undertakes to provide its services in compliance with the applicable laws and regulations and standard industry practices. Notably, the Service Provider will make every effort to ensure the security and confidentiality of the Seller’s data, in accordance with current regulations in force.
The Service Provider reserves the right to temporarily suspend access to the Account for technical, security or maintenance reasons, without these operations entitling to any compensation. The Service Provider undertakes to limit this type of interruptions to those which are strictly required.
However, the Service Provider shall not be held liable by the Seller for any errors, omissions, interruptions or delays in operations carried out via the Website resulting from unauthorised access to the Website. The Service Provider shall also not be held liable for any theft, loss or unauthorised communication of data resulting from unauthorised access to the Website. Furthermore, the Service Provider remains uninvolved with the legal relationship existing between the Buyer and the Seller. The Service Provider shall not be held liable for any faults, shortcomings or negligence of the Buyer or the Seller towards each other.
The Platform is responsible for the security and confidentiality of data exchanged when using the Website in accordance with the Website’s General Terms and Conditions. The Service Provider is responsible for the security and confidentiality of data that it exchanges with the Seller as part of this Framework Agreement for the creation and management of his/her Account, as well as any Payment Transactions associated with the Account.
8. Limitation of liability of the Service Provider
The Service Provider shall in no way intervene in legal and business relations or in any disputes between the Seller and the Buyer or between the Seller and the Platform. The Service Provider shall exercise no control over the compliance, safety, legality, characteristics and appropriateness of the products subject to a Payment Transaction.
Any transaction carried out by a Seller gives rise to a contract directly formed between himself and the respective Buyer. Consequently, the Service Provider cannot be held liable for the failure to execute or the substandard execution of the resulting obligations or for any damage caused to the Seller.
Notwithstanding any provision otherwise provided for in the Framework Agreement, the liability of the Service Provider to a Seller is limited to the compensation for direct damages as provided for by the applicable regulations.
9. Commitments of the Seller
The Seller guarantees that no element of his/her profile on the Website affects the rights of third parties or is contrary to the law, public order and morality.
The Seller undertakes not to:
(i) Execute the Framework Agreement illegally or under conditions likely to damage, disable, overload or alter the Website;
(ii) Impersonate the identity of another person or entity, falsify or conceal his/her identity or his/her age or create a false identity;
(iii) Disseminate personal data or information relating to a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers etc.
(iv) Without prejudice to legal action taken by third parties, the Service Provider is entitled to personally undertake any legal action intended to repair the damage that it may have personally suffered due to the Seller’s failure to respect his/her obligations under this Framework Agreement.
In case of breach of the Seller’s obligations, the Service Provider may take any appropriate measures in order to stop the relevant actions. The Service Provider will also be entitled to suspend, remove and/or block the Seller’s access to his/her Account.
10. Duration and termination
The Framework Agreement is concluded for an indefinite period of time. It shall enter into force from its date of acceptance by the Seller.
The Seller may terminate the Framework Agreement at any time and by complying with a notice period of thirty (30) calendar days. The Service Provider may terminate the Framework Agreement at any time and by complying with a notice period of two (2) months.
Such termination shall also constitute the closure of the Account.
In order to terminate the Framework Agreement, each Party shall transmit a notice of termination to the other Party by registered letter with acknowledgement of receipt or by email. The notice of termination by a Seller shall be send to the postal address of the Service Provider indicated at the beginning of these General Terms and Conditions or to the following email address: email@example.com.
Following termination of the Service Agreement, the credit balance of the Account will be transferred without undue delay, but in any case not later than 13 months after the termination, to the Seller’s bank Account after deduction of the fees due and payable to the Service Provider. After having transferred the respective amount to the bank account of the Seller, the Service Provider has no more obligations towards the Seller.
In case of serious breaches or fraud attributable to the Seller, the Service Provider reserves the right to suspend or terminate the Framework Agreement via email accompanied by a registered letter with acknowledgement of receipt without prior notice.
It is hereby provided that the Framework Agreement will automatically be terminated in the event of new circumstances affecting the ability of a Party to commit to the Framework Agreement.
11. Right of withdrawal
A Seller who is not acting for professional purposes (consumer) has 14 (fourteen) calendar days to exercise his/her right of withdrawal, without having to justify any reason or pay any penalty. This withdrawal period takes effect from the date of the registration as a Seller.
The Seller must notify his/her withdrawal request to the Platform’s customer service within the allotted period by telephone or e-mail and send a confirmation letter to the address of the Platform’s customer service.
As per his/her right of withdrawal, the Framework Agreement will be terminated at no cost.
12. Rules relating to the prevention of money laundering and the financing of terrorism
The Service Provider is subject to all Luxembourg and German regulations relating to the prevention of money laundering and the financing of terrorism.
Pursuant to the provisions of Luxembourg and German law relating to the participation of financial institutions in the prevention of money laundering and the financing of terrorist activity, the Service Provider must obtain information from any Seller about any business transaction or relationship with respect to the origin, purpose and destination of the transaction or opening of the Account. Furthermore, the Service Provider must carry out all due diligence required for identifying the Seller and, if necessary, the beneficial owner of the Account and/or Payment Transactions associated with it.
The Seller acknowledges that the Service Provider may terminate or postpone, at any time, the use of login details, access to an Account or execution of a transaction in the absence of any sufficient information about its purpose or nature. The Seller is hereby informed that a transaction carried out as part of this Framework Agreement may be subject to the national financial intelligence unit’s right to disclosure.
The Seller may, in accordance with the applicable regulations, access all information disclosed and relating to the Seller, provided this right of access does not undermine the purpose of the prevention of money laundering and financing of terrorism.
No legal or civil action may be brought nor any professional sanction pronounced against the Service Provider, its mangers or employees who have reported their suspicions in good faith to their national authority.
13. Personal data and professional secrecy
Personal data provided by the Seller when opening his/her Account is used by the Service Provider for the purposes of managing his/her Account and Payment Transactions.
The Seller accepts that his/her personal details and information collected by the Service Provider as part of this Framework Agreement may be transmitted to operational providers with whom the Service Provider is in a contractual relationship for the sole purposes of executing Payment Transactions and services, provided that these third-party recipients of personal data are subject to regulations guaranteeing a sufficient level of data protection. The list of third-party recipients of the Seller’s data is accessible upon request from the Service Provider’s compliance officer at the following email address: firstname.lastname@example.org. This information is kept by the Service Provider or by any company authorised for this purpose in accordance with legal and regulatory rules.
The Seller will be informed prior to any transfer of his/her personal data outside of the European Union. In such cases, the Service Provider undertakes to respect the regulations in force and implement any necessary measures in order to guarantee the security and confidentiality of the data that has been transferred.
Certain information collected and kept by the Service Provider as part of this Framework Agreement may give rise to the right of access and correction. Any Seller may, at any time, obtain a copy of the information concerning him/her upon request addressed to the Service Provider’s customer support service at the following address: email@example.com. The Seller may request the deletion or correction of this information by letter to the Service Provider’s address indicated in the header of this Framework Agreement. He/she may, at any time, object to receiving commercial solicitation by simple declaration to the Service Provider. The Seller shall inform the Service Provider of an amendment of his/her contact details by sending an email or a registered letter with acknowledgement of receipt.
The Service Provider will store personal information and data for the maximum applicable legal or regulatory duration depending on the purpose of each type of data processing.
14. Force majeure
The Parties shall not held liable, or be considered as having failed to honour this Framework Agreement, in the event of delay or non-execution, when the cause is related to a case of force majeure as defined by the jurisprudence of French courts.
15. Protection of funds
The Seller’s funds are protected against any claims from other creditors of the Service Provider, including enforcement proceedings or insolvency proceedings against the Service Provider.
The Seller’s funds are deposited at the end of each Business Day into a bank account opened with a Bank and are ring fenced by it.
The Framework Agreement may neither be partly nor wholly transferred by the Seller with or without charge. Therefore, the Seller is prohibited from transferring to a third party any of the rights or obligations that he/she holds hereunder. In the event of breach of this prohibition, in addition to the immediate termination of this Framework Agreement, the Seller may be held liable by the Service Provider.
The services offered as part of this Framework Agreement are invoiced by the Platform on behalf of the Service Provider in accordance with the Website’s General Terms and Conditions. The pricing specific to each type of offer is specified by Website’s General Terms and Conditions.
All fees owed by the Seller are automatically deducted from the Payment Account by the Service Provider in accordance with the Website’s General Terms and Conditions.
18. Agreement in relation to proof
All data held in a permanent, reliable and secure manner in the computer database of the Service Provider, in particular relating to payment orders and confirmations received by the Seller, notices sent, withdrawal and Payment Transactions, will prevail between the parties until proven otherwise.
The Seller is advised to send any complaint to the customer service indicated on the Website.
Any complaint other than as provided for in Article 5.2 relating to the conclusion, execution or termination of the Framework Agreement shall be notified by registered letter with acknowledgement of receipt to the Service Provider’s indicated in the header of this Framework Agreement or by email to the following email address: firstname.lastname@example.org.
If the Seller believes that the response provided is unsatisfactory, or in the absence of a response within one month after sending the letter or the e-mail to the Service Provider, he/she may refer to the Financial Sector Supervisory Commission by post at 283 route d’Arlon L-1150 Luxembourg or by email to: email@example.com.
20. Applicable law and competent jurisdiction
Except in case of the application of public order law (which will only apply within the strict limits of its purpose), it is expressly stipulated that the Framework Agreement is subject to French law and that any dispute between the Parties under the Framework Agreement will be subject to the jurisdiction of competent French courts. Mandatory consumer protection rights remain unaffected by this provision.
21. Severability clause
If any of the provisions of this Framework Agreement are considered invalid or unenforceable, they shall be deemed unwritten and shall not affect or invalidate the remaining provisions.
If one or more provisions of this Framework Agreement become obsolete or are declared as such by a law, a regulation or following a final ruling made by a competent jurisdiction, the other provisions shall retain their binding force and scope. Provisions declared null and void shall be replaced by provisions closest in meaning and scope to those initially agreed.