Conditions Générales d’Utilisation de la Plateforme RAIZERS en date du 01/09/2023
(A) The purpose of the RAIZERS platform is to bring together, on the one hand, companies wishing to raise funds to finance their professional activities, and on the other hand, individuals or legal entities wishing to make an investment in the form of a Subscription in equity securities and/or bonds and/or loans.
(B) The RAIZERS Platform is the exclusive property of RAIZERS SA, a company with capital of CHF 208,099 whose registered office is located at rue des Alpes 5, 1201 Geneva, Switzerland, registered in the Commercial Register of the Canton of Geneva under number CHE-405.531.212.
(C) Raizers SAS, with share capital of 900,000 euros, headquartered at 19, rue Michel le Comte, 75003 Paris, registered with the Paris Trade and Companies Registry under number 804 419 901, is the sole co-operator, with RAIZERS SA, of the Raizers Platform.
Article 1. DEFINITIONS AND INTERPRETATION
For the purposes hereof, capitalized terms shall have the meanings set forth below, unless the context otherwise requires:
Affiliates: refers to principal shareholders, managers or employees, or any individual or legal entity closely linked to RAIZERS by a control relationship.
Early Termination of the Collection: means any definitive termination of an OFP at the initiative of the relevant Financed Company before the end of the Collection that is not imposed by a legal or regulatory standard.
CO : Swiss Code of Obligations of March 30, 1911.
Collection: operation to collect the funds necessary to finance a Financed Company through the Raizers Platform.
General Conditions or GCU: refers to the present General Conditions of Use of the RAIZERS Platform applicable to the User, which can be consulted on the RAIZERS Platform by any Internet user and to which this Internet user must adhere in order to become a User.
Coupon: means the interest paid by the Financed Company to the holders of the Bonds.
Regulated Distributors : refers to private banks, wealth management advisors ("CGP") registered as financial investment advisors ("CIF") with Orias, etc.
Documentation : refers, for any Financed Company, to all communication media and documents communicated to the User prior to Subscription and presenting the OFP. In particular, it takes the form of the FICI, the issue prospectus or the bond contract, where applicable.
Personal Data: means the personal information that the User has registered when creating his Individualized Space, when using the services, as well as the personal information collected automatically when using the services or consulting the RAIZERS Platform. For Swiss residents and services provided in Switzerland, the notion of Personal Data includes data linked to a legal entity.
Individualized Space: 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 the User's updated information 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
Fiche d'informations clés sur l'investissement ("FICI "): information sheet drawn up by the project promoter for each equity financing offer presented on the RAIZERS Platform, including information on the project promoter and his equity financing project, the main features of the equity financing process, risk factors, the offer of securities and instruments admitted for equity financing purposes, etc.
Funding : means the amount paid by a Subscriber under an OFP.
Force Majeure: means any fires, floods, natural elements or other natural disasters, any declaration or progress of hostilities, wars, riots or civil commotions, acts or omissions of government or competent authorities, breakdowns, blockages, failures or variations in facilities or telecommunications networks, or any other causes similar or dissimilar to the foregoing which are beyond the reasonable control of a party to a contract and which result in any failure or delay in the performance of its obligations under a contract.
Forum : means the interactive forum of the RAIZERS Platform dedicated to the exchange of information between Users and each Funded Company or the "Comments" area.
Internet user: means any person who consults the public pages of the RAIZERS Platform.
Bonds: means bonds as defined by article L.547-1 of the French Monetary and Financial Code, i.e. simple fixed-rate bonds.
Participative Financing Offer or OFP: means the participative financing offer presented by a Financed Company.
Institutional Partners: refers to the escrow bank and the company MangoPay S.A., a public limited company under Luxembourg law registered in the Luxembourg Trade and Companies Register under number B173459 (or any other payment service provider or electronic money issuer in charge of carrying out payment transactions for Subscriptions with which Raizers has concluded an agreement directly).
Party : refers to RAIZERS, in this sense jointly RAIZERS SAS and RAIZERS SA, where no mention is made of their legal status, in particular, and/or any User.
Collection Period: means the subscription period, possibly extended or expanded, during which the User may subscribe to an OFP.
RAIZERS Platform: means the electronic platform www.raizers.com or any other electronic platform made available to Subscriber by RAIZERS.
Success Threshold: refers to the minimum amount of Fundraising required for the final realization of an OFP, i.e. at least 75% of the determined objective.
Funded Company: means any company submitting an OFP on the Raizers Platform.
Subscriber: means any person who makes a Subscription and pays the corresponding Financing.
Subscription: means the commitment made by a Subscriber to participate in an Equity Financing Offer.
User : refers to an Internet user duly registered on the RAIZERS Platform and having accepted the GTC of the Raizers Platform, who is either a legal entity or a natural person aged at least 18 on the date of his/her registration on the RAIZERS Platform and who has full legal capacity under the law applicable to him/her. The notion of "User" also includes wealth management advisors ("WMAs") registered on the RAIZERS Platform and having a portfolio of clients precisely identified in their WMA account.
Unless otherwise expressly stated or the context dictates otherwise:
(i) references herein to the Preamble and Articles shall mean, unless otherwise specified, references to the Preamble and Articles of the TOU;
(ii) words containing the plural must include the singular and vice versa;
(iii) the reference to a person implies a reference to the transferees of his business and to his successors, heirs or assigns;
(iv) a reference to a provision of law includes, where applicable, any amendment or re-enactment of that provision of law and any statutory instrument, regulation or ordinance, relating to that provision or its re-enactment; and
(v) a reference to a document is to that document as it may be amended, replaced by novation or supplemented.
Article 2. PURPOSE
Article 3. REGULATORY ASPECTS
3.1 RAIZERS SA
RAIZERS AG offers intermediation services in order to bring together on the Internet pre-selected companies with their registered office in Switzerland and organized in the form of a public limited company on the one hand and natural and/or legal person investors on the other.
The content of the RAIZERS Platform is intended solely for the information of Users. RAIZERS NV, as operator of the RAIZERS Platform, does not provide any offer, request or recommendation to buy or sell securities or any other equity or investment securities in companies, entities, investment vehicles or other collective investment vehicles, nor to enter into any contractual transaction with itself. The Financed Companies, as well as the Users, are solely responsible for their respective transactions and operations and may not rely on RAIZERS SA, as operator of the RAIZERS Platform, to make their investment decisions.
The Swiss Financial Market Supervisory Authority (FINMA) has examined the business model of RAIZERS and has concluded that the operations conducted by RAIZERS via the RAIZERS Platform are not subject to supervision by FINMA and do not require authorization under the Swiss Federal Law on Banks and Savings Banks (BL), the Swiss Federal Law on Stock Exchanges and Securities Dealers (SESTA) or the Swiss Federal Law on Collective Investment Schemes (CISA).
Under no circumstances does RAIZERS NV make investments or hold stakes in the Financed Companies for its own account and/or that of third parties. Investors make their own investment choices without RAIZERS NV interfering or intervening in any way whatsoever in their internal relations. In particular, RAIZERS NV does not trade in the equity securities issued by the Financed Companies, nor does it act as an issuing house or market maker.
3.2 RAIZERS SAS
Under French law, RAIZERS SAS is an accredited provider of participative financing services registered with the French financial markets authority (Autorité des Marchés Financiers).
Article 4. ACCESS TO THE RAIZERS PLATFORM
RAIZERS SA has developed and implemented the RAIZERS Platform which provides the interface between the User and 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 accessible exclusively by natural persons and/or legal entities that have their domicile or registered office in those jurisdictions or legal systems in which distribution, publication or use is not prohibited or restricted by applicable regulations and/or legal provisions, or in which RAIZERS has been granted or issued special permission or approval for this purpose.
Natural persons and/or legal entities that 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
Will be viewable and downloadable on the public and private pages of the RAIZERS Platform:
- Mangopay general terms and conditions of use;
- procedure for managing conflicts of interest ;
- the procedure for controlling and protecting personal or confidential data.
4.2 Access to secure pages
4.2.1 User registration
To become a User, the Internet user must take each of the following steps:
- Fill in the mandatory fields on the registration form available on the RAIZERS Platform: surname, first name, e-mail address and telephone number;
- Be aware of the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accept them;
- The User completes a pre-qualification questionnaire enabling RAIZERS to determine whether he/she is an informed investor by right, non-informed or informed by option (the investor may request, via a specific form, to be treated as such),
- On completion of the form, and after verification of the documents provided, if the investor is considered by RAIZERS to be "uninformed", he or she must take a knowledge test and simulate his or her ability to bear losses.
If the User does not provide the required information or does not accept the risks, RAIZERS will refrain from providing the services. In any case, RAIZERS will not be able to verify the accuracy of the information communicated by the User on his or her profile and will therefore be entitled to presume it to be correct, unless the information communicated by the User is clearly inconsistent.
4.2.2 Presentation of OFPs to the User
In order to connect to his Individualized Space, the User will enter his e-mail address as identifier ("login") to which will be associated the password that he will have chosen; these two elements will be strictly personal and confidential and must not be communicated, nor shared with third parties.
After identification, the User will have access, subject to compliance with the legislation on public offerings in his or her country of residence, to all Documentation containing information relating to the fundraising (FICI, bond contract, issue prospectus, etc.) as well as to the Financed Companies, their financial and legal situation, their activity and their prospects.
The following information can be consulted and downloaded, in particular in the FICI:
- a description of the Financed Company's activity and project, accompanied in particular by the latest existing accounts, forecast elements on the activity as well as an organization chart of the management team and the shareholders;
- information on the existing level of participation of the founding shareholders;
- information relating to the main rights attached to the financial securities to which the OFP relates (in particular political rights, financial rights and information rights);
- information relating to the main rights (in particular political rights, financial rights and information rights) attached to the financial securities and categories of financial securities issued by the Financed Company prior to or simultaneously with the OFP, as well as to all the categories of beneficiaries of these financial securities;
- a description of the provisions contained in the Financed Company's articles of association or an extra-statutory agreement and organizing the liquidity of the financial securities offered or the explicit mention of the absence of such provisions;
- the conditions under which copies of the entries in the individual accounts of the investors in the books of the Financed Company, materializing the ownership of their investment, will be delivered;
- a description of the risks specific to the Financed Company's activity and project, as well as the risks inherent in subscribing to an OFP;
- if available, a copy of the latest report of the auditor(s) on regulated agreements presented to the last general meeting of the Financed Company's partners/shareholders.
This information is published by each Financed Company under its own responsibility. It must ensure that the information provided to Raizers is not incorrect, misleading, illicit or immoral.
In particular, if the Financed Company is required to publish a prospectus (in the case of a public subscription of a Swiss company to more than 20 persons), it will draw it up under its sole responsibility and at its own expense, and will then submit it to RAIZERS for posting. RAIZERS will not carry out any checks on the content, accuracy or completeness of the information contained in the prospectus published by the Financed Company, which will bear sole responsibility, to the exclusion and full discharge of RAIZERS, for the issuer within the meaning of Articles 752 and 1156 of the Swiss Code of Obligations. In particular, when drawing up the prospectus, the Financed Company is solely responsible for the information, documents, files and other content relating to its activities, legal status and organization contained in the prospectus (article 652a CO). The Financed Company is also solely responsible for checking their content and format, and for adapting, updating or deleting them where necessary.
In accordance with the regulations, RAIZERS only checks for consistency, clarity (non-technical and unambiguous language) and balance.
This information will be supplemented by the RAIZERS Platform, in particular in the FICI, on the following aspects:
- the procedures for collecting and transmitting subscription forms;
- if known, the schedule of the OFP ;
- the rules applied in case of over-subscription :
- Details of fees charged to the Subscriber*;
- how to obtain a description of the services provided to the Financed Company and the related fees.
* It is specified that the Subscriber must, in case of payment by credit card on the RAIZERS Platform, pay a fee of 0.8% of the amount paid. These fees apply to each payment made by credit card to the Subscriber's electronic wallet. It should also be noted that the bank card fees are exempt from VAT according to article 261 C of the General Tax Code.
All the Documentation available on the RAIZERS Platform will be downloadable, especially the texts in printable and non-editable version. The latter will be numbered and dated at the bottom of the page and will always correspond to the latest version validated by the Funded Company.
4.2.3 Completion of the Subscription to an OFP
Subscription to OFPs is reserved for Users.
The subscription request is made by the User clicking on the "Invest" subscription icon appearing on the detailed presentation pages of the OFPs. As soon as the User makes a Subscription, the following processes are implemented:
1) An e-mail containing the FICI, and the issue prospectus if applicable, is automatically sent to the User by RAIZERS ;
2) The downloadable FICI informs the User about the services provided by Raizers to the Financed Company and the fees associated with these services;
3) The User confirms that he has read the Documentation;
4) L’Utilisateur alimente son compte RAIZERS du montant qu’il souhaite souscrire ;
5) L’Utilisateur renseigne le montant de titres auxquels il souhaite souscrire.
NB : Afin de maîtriser les tentatives de fraude sur la Plateforme RAIZERS, si le portefeuille RAIZERS d’un Utilisateur est débité alors que ledit Utilisateur n’a pas au préalable souscrit dans une OFP, le débit est automatiquement bloqué par l’administrateur RAIZERS. Des investigations sont réalisées par l’administrateur et le débit est débloqué si la fraude n’est pas avérée.
Once the above steps have been completed and validated by the RAIZERS Platform, the User :
1) will have access to the subscription form, explaining the terms and conditions of the Financing, and, if need be, to the bond contract or to the partners' agreement, for which the signature of the subscription form is worth for acceptance;
2) will certify that he/she has read and accepted the terms and conditions;
3) sign an electronic subscription form;
4) aura accès à son bulletin de Souscription, et à l’échéancier de son prêt obligataire le cas échéant, dans son Espace Individualisé.
Under certain specific conditions, Users have a pre-contractual cooling-off period of four (4) calendar days, during which they may, at any time, withdraw their investment offer or expression of interest in the equity financing offer without justification and without incurring any penalty.
4.2.4 Payment of Financing
RAIZERS is duly authorized to release the escrow bank from its obligation to hold the Financing at the end of the Collection Period and to instruct the escrow bank to pay the said amounts as follows
- In case of Early Termination of the Subscription or if at the end of the Subscription period, the total amount of Subscriptions and sums received by the escrow bank, after possible exercise of the withdrawal faculties of all subscribers, is inferior to the success threshold, the escrow bank will reimburse the amount paid by the Subscriber;
- If, at the end of the Collection Period, the amount of Subscriptions and sums received by the escrow bank, after possible exercise of the right of withdrawal by all subscribers, is higher than or equal to the Success Threshold, the Financing (net of commissions possibly charged by the Institutional Partners or by RAIZERS) will be paid to the Financed Company.
4.2.5 Case of bond payments after the collection
Payment of the amounts subscribed, collection of Coupons and redemption of the Bonds will also be made through the Escrow Bank.
- For subscribers residing in France and subscribing to an OFP presented by a French company, it is reminded that the collection of Coupons constitutes a security of investment with regard to the tax authorities. As such, it is subject to social security deductions as well as to the income tax scale. The management of these tax flows is assumed by RAIZERS SAS as far as withholding taxes are concerned.
- Any person who is not a French resident for tax purposes and who wishes to take part in this same OFP must first check and ensure the compatibility of such Subscription with the legislation in force in the State in which he or she resides, in particular as regards the payment of taxes that may be due in that State as a result of the Subscription.
It is specified that the redemption of the Bonds and/or interest will take place within approximately five (5) business days following the maturity date. This period is related to the time required for the transfer of funds from one bank account to another and for the tax and administrative treatment of the interest.
4.2.6 Post-collection follow-up
In the event of a successful OFP, limited monitoring of the Financed Company's activity post-Raising will be carried out through one of the following methods:
Within the framework of a subscription to the capital of companies :
- Provision to the Financed Company of an IT and technical solution enabling it to self-manage its relations with the Subscriber after the Collection;
- Setting up of a system of representation of the interests of the Subscribers and those of RAIZERS aiming at centralizing at RAIZERS the relationship with the Financed Company, to allow the latter to have a privileged interlocutor after the Collection, for the purpose in particular of :
- In the context of a bond issue, monitoring of coupon payments and principal repayment(s) and monitoring of the financial situation of the Financed Company,
- Within the framework of a capital raising, participation in general meetings and transmission, if necessary, of voting intentions.
To this end, in the event that the Financed Company chooses this method of post-collection follow-up, the Subscriber, by accepting these GCU, gives RAIZERS a mandate of common interest to represent his interests with regard to the Financed Company. Consequently, the Subscriber will make his best efforts to submit his questions and possible complaints to RAIZERS and not to contact directly, as far as possible, the management of the Financed Company, it being the responsibility of RAIZERS to transmit the questions and possible complaints to the Financed Company and to ensure the relationship with the latter.
Such a mandate does not imply a waiver by the subscriber of his right to participate, if need be, in the Financed Company's shareholders' and/or bondholders' meetings.
The Subscriber acknowledges that the present mandate of common interest is concluded in his interest, but also in the interest of RAIZERS, in its capacity of intermediary, and that, consequently, it can only be revoked by the mutual consent of RAIZERS and the Subscriber. However, RAIZERS and the Subscriber already acknowledge that this mandate will be revoked by operation of law in the event of the Subscriber transferring his securities to a third party.
Article 5 - Remuneration of RAIZERS and no right of withdrawal
5.1 Remuneration of RAIZERS
The User is informed and accepts that RAIZERS may be remunerated by each Financed Company for the services provided by RAIZERS on its behalf. The details of this remuneration are described in the FICI relating to the OFP, which can be downloaded at any time from the Individualized Space or at the second stage of the Subscription process.
Notwithstanding the amounts received by RAIZERS from the Funded Companies, RAIZERS will act fairly and equitably in the best interests of the User.
RAIZERS reminds you 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 that the Subscription forms are taken care of and to provide post-collection follow-up, which improves the service provided to the User.
5.2 No right of withdrawal
Notwithstanding Article 11 of the "MangoPay Framework Agreement for Payment Services - General Terms and Conditions for the Use of Payment Services" and in accordance with applicable laws, no right of withdrawal shall apply to the provision of financial instruments.
The User acknowledges and expressly accepts that RAIZERS will not be able to refund the amount of the financial instruments subscribed on the Site and the commissions paid to RAIZERS after validation of the Subscription commitment, unless the Financed Company cancels the operation.
Uninformed investors have a cooling-off period of four (4) calendar days in which to withdraw from the subscription. Once this period has elapsed, the subscription is considered definitive and the uninformed investor may not withdraw.
Article 6 - USER'S OBLIGATIONS
In general, the User is obliged to (i) respect the conditions of access to the RAIZERS Platform, (ii) provide accurate and truthful data regarding his civil status and profile, (iii) fill in any form and sign any agreement presented as compulsory on the RAIZERS Platform, unless he proceeds to immediately close his User Space (iv) behave fairly towards RAIZERS and other users, (v) not use services in a manner that is not consistent with their purpose, (vi) not make any commitment to a third party and (vii) not disrupt or attempt to disrupt the operation of the RAIZERS Platform, and (viii) take all necessary security measures to protect his/her password.
In the event that the User fails to provide the above information or provides insufficient information, the RAIZERS Platform will warn the User that it cannot determine whether the investment instruments offered are suitable for the User.
In the event of a breach of the above rules or those set forth below, RAIZERS reserves the right to suspend User's access to the RAIZERS Platform or the Individualized Area or the Services and/or to terminate this Agreement with respect to User with immediate effect.
Also, User agrees to indemnify and hold harmless RAIZERS and its partners and employees from and against any and all liabilities, losses, damages, claims, penalties, fines, costs and expenses, including, without limitation, reasonable attorneys' fees that may arise in connection with his or her use of and access to the RAIZERS Platform (i), his or her use of the Services (ii), any content or information transmitted to RAIZERS or on the RAIZERS Platform (iii), or his or her failure to comply with any provision of the TOU or any legal provision prohibiting him or her from accessing the RAIZERS Platform and the Services (iv). However, RAIZERS remains obliged to check that the information transmitted by the User is consistent.
In particular, the User shall comply with the following provisions.
6.1 Intellectual Property
All intellectual property rights, except for Documentation, such as logos, trade names and computer programs, and all updates, new versions and copies of such programs made available to User through the RAIZERS Platform are and shall remain the exclusive property of RAIZERS or its assignees, successors or assigns and no title thereto is hereby transferred to User.
The right to reproduce is only for the purpose of representation on a single screen and is strictly reserved for private use. Any reproduction, distribution or publication of content for commercial or collective use without prior written authorization from RAIZERS is prohibited.
The linking mechanism is allowed when the pages related to the RAIZERS Platform appear in an entire, isolated window under their respective addresses.
6.2 Use of the Forum and uploading of content
The creation of an Individualized Space gives the User free access to the Forum of the RAIZERS Platform, an interactive space dedicated to the exchange of information between the User and other users or Financed Companies.
The User is solely responsible for the content published on the Forum RAIZERS exercises no control over such content and is not liable for any damages resulting from such content.
The User undertakes not to publish any content contrary to the purpose of the RAIZERS Platform and/or the provisions of the TOS, and/or of an illicit nature, in particular:
- malicious, inappropriate, disrespectful, defamatory, xenophobic, racist, hateful, threatening, violent or abusive;
- inciting violence, xenophobia, racism or hatred;
- infringing, secret or confidential, misleading or false (including personal information);
- illegal or contrary to public order or morality;
- indecent, obscene, pornographic.
The User also agrees not to publish any content including, but not limited to :
- infringement of the privacy and/or image of third parties;
- on copyrighted material;
- on trade or business secrets;
- on advertisements, commercial solicitations or e-mail chains;
- on Personal Data of third parties, unless authorized to do so.
This prohibition applies to all types of communications made via the RAIZERS Platform by the User and without limitation, whether public or private and regardless of who it is addressed to, including RAIZERS employees.
RAIZERS reserves the right to freely and without notice moderate the User's comments and/or to freely and without notice delete any content that, in its sole discretion, violates the terms of the TOS.
6.3 Special case of regulated distributors
It is understood that Regulated Distributors registered on the RAIZERS Platform are subject to all the above provisions applicable to any User.
Regulated Distributors are also bound by a strict obligation of confidentiality. This obligation also applies to customers whose assets the Regulated Distributors manage.
Thus, all information available on the RAIZERS Platform, or to which the Regulated Distributors may have access by requesting reservations prior to providing their customers with a personalized recommendation, is strictly confidential and may under no circumstances be divulged to a third party, except in cases expressly authorized by law or regulations, or for the purposes of carrying out subscriptions. It is understood that customers of Regulated Distributors agree to communicate all their information and data to their Regulated Distributor.
Furthermore, it is understood that if a customer of the Regulated Distributor no longer wishes to have any connection with the latter, the customer must inform RAIZERS as soon as possible by e-mail at the following address: [email protected]. In this case, the Regulated Distributor will no longer receive commissions from RAIZERS upon receipt of the customer's notification, and will no longer have access to the customer's information and data. This will of course only apply to the customer concerned. The Regulated Distributor will continue to receive commissions for other customers introduced to RAIZERS.
Finally, it is hereby added that these GCU prevail over any other document or contract that may be concluded between RAIZERS and the Regulated Distributors.
6.4 Special case of management companies
Under agreements with management companies, certain investment funds may invest part of their assets in real estate transactions selected by RAIZERS and offered on the RAIZERS Platform.
The purpose of the investment funds is to invest in real estate transactions selected and presented on the RAIZERS Platform.
It is understood that the management companies registered on the RAIZERS Platform are subject to all the aforementioned provisions applicable to all Users.
6.5 Special case of Affiliates
Affiliates have the opportunity to make reservations in selected real estate operations presented on the RAIZERS Platform.
This possibility will be mentioned for each operation concerned, in order to inform all investors of the potential conflicts of interest that may arise from Affiliates' participation in certain projects presented on the RAIZERS Platform.
Affiliates registered on the RAIZERS Platform are subject to all of the above provisions applicable to all Users.
Article 7. Accessibility and technical functioning of the RAIZERS Platform
The RAIZERS Platform is accessible, to the extent possible, 24 hours a day, seven days a week. While RAIZERS NV has made every effort to ensure the reliability of the information, software and services contained on the RAIZERS Platform, it cannot be held responsible for any errors, omissions, viruses or results that may be obtained or that may be the consequence of misuse thereof.
RAIZERS NV reserves the right to interrupt access to the RAIZERS Platform at any time, in particular for reasons of maintenance or site updates.
RAIZERS does not provide the User with permanent telephone or e-mail support, but will provide the User with a contact e-mail on the RAIZERS Platform. If the User has any questions about the operation of the RAIZERS Platform or a Service, RAIZERS will endeavour to answer them within a reasonable period of time, proportionate to the seriousness and urgency of the problem and the technical nature of the question (a few days to a few weeks).
The User declares and guarantees that he/she is fully aware of the characteristics, constraints and risks associated with the use of the Internet and the resulting lack of confidentiality.
The equipment (computers, software, electronic communication means, etc.) allowing access to the services are the sole responsibility of the User, as are the electronic communication costs incurred by their use. The use of any software downloaded from the RAIZERS Platform is governed by the terms of the accompanying license. RAIZERS assumes no liability in connection with the use of any such equipment or software.
7.2 Hypertext links
The RAIZERS Platform contains hyperlinks to websites operated by third parties. RAIZERS has no control over these websites and cannot assume any responsibility for their content. Consequently, RAIZERS does not provide any guarantee regarding the content and operation of these websites.
User is solely responsible for the quality and confidentiality of the password chosen at the time of registration, and for any and all activity that occurs under User's password and account. User is also responsible for ensuring that User closes his or her account at the end of each session. RAIZERS shall not be liable for any loss or damage arising from any failure to comply with the TOS.
User agrees to immediately notify RAIZERS of any fraudulent use of the password or the Personal Area and of any other breach of security.
Article 8. RESPONSIBILITY
8.1 Nature of liability
To the extent permitted by applicable law, RAIZERS shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses (even if RAIZERS has been advised of the possibility of such damages) arising out of or in connection with the use of the Services or the RAIZERS Platform; the RAIZERS Platform or the inability to use the RAIZERS Platform; unauthorized access to or alteration of your data; statements or conduct of any third party on the RAIZERS Platform; the information and any materials posted on the RAIZERS Platform; or any other matter relating to the RAIZERS Platform.
8.2 General limitation of liability
Except in the case of gross negligence or fraud on the part of RAIZERS, RAIZERS' liability for compensable damages that are duly established by the User shall not exceed an amount equal to twice the total amount paid by the User under an OFP.
RAIZERS shall not be liable to the User for any degradation, suspension or interruption of services due to Force Majeure.
8.3 SPECIFIC EXCLUSIONS OF LIABILITY
8.3.1 UNRELIABILITY OR MALFUNCTION OF COMMUNICATION NETWORKS
The User acknowledges that RAIZERS NV has no control over the transfer of data via public communication networks, such as the Internet, and over the operation of these networks. The User acknowledges and accepts that RAIZERS NV cannot guarantee the confidentiality of the data during the transfer of the data over public networks. Consequently, RAIZERS SA cannot be held liable in the event of misappropriation, capture, corruption of data or any other event likely to affect them occurring during their transfer on public telecommunications networks. RAIZERS SA does not guarantee the compatibility of the RAIZERS Platform with all browsers on the market.
8.3.2 FAILURE OF RELIABILITY OR OPERATION OF NETWORK OPERATORS OR INTERNET ACCESS PROVIDERS
RAIZERS SA cannot be held responsible for damage resulting from difficulties in accessing the RAIZERS Platform due to disruption of the network operators or Internet access providers, or network congestion.
8.3.3 MALFUNCTION OF THE EQUIPMENT OR HANDLING ERROR / USER FAULT
RAIZERS NV cannot be held responsible for damage resulting from a failure in the User's computer installations and equipment and/or from improper use or manipulation by the User, from a fault or negligence on the part of the User or from use of the RAIZERS Platform contrary to the GCU.
8.3.4 SECURITY AND PERSONAL DATA
RAIZERS NV undertakes to make its best efforts to ensure that access to RAIZERS' computer facilities and equipment is protected in such a way as to limit the risk of unauthorized third party access to the User's confidential data. However, RAIZERS SA cannot be held responsible for technical problems and incidents that may occur and lead to a breach of Personal Data.
The User remains solely responsible for the use of his identification elements by third parties or for actions or declarations made through his Individualised Space as a User, whether fraudulent or not. The User guarantees RAIZERS SA against all claims in this respect.
8.3.5 PRE-SELECTION PROCEDURE
The pre-selection procedure of the Financed Companies only allows the User to guarantee their legal existence and their registration. The other criteria used by RAIZERS for pre-selection, while they may concern certain legal or financial aspects, are not based on any codified or regulated methodology within the framework of its activity. In particular, even when using the services of a professional expert, RAIZERS cannot assume the responsibility of an auditor, a chartered accountant or a regulated legal profession. The transaction selection policy is described at https://www.raizers.com/se-financer#crowdfunding.
RAIZERS acts honestly, fairly and professionally and is committed to serving the best interests of its clients. As such, RAIZERS is committed to providing investors with accurate, clear and not misleading information.
The User decides, under his own responsibility, whether or not to invest in the Financed Companies presented on the RAIZERS Platform. It is up to him to analyze the quality of the said OFPs, his chances of success and the amount of the investment to be made in this context. RAIZERS assumes no responsibility for any damage suffered by the User as a result of the risks associated with the OFPs.
The User shall be solely responsible for examining the tax rules applicable to the Subscription, the Financing and any income to be received as a result of the holding or sale of its securities. RAIZERS does not guarantee that the Financed Companies are eligible for a tax exemption scheme.
In the event that RAIZERS presents a transaction as eligible for tax benefits, the Platform will take reasonable steps to ensure that the conditions for the application of such benefits are met.
The information contained in the Documentation and made available by RAIZERS on the RAIZERS Platform is disseminated at the initiative of the Financed Company, which is responsible for the accuracy, non-misleading nature and completeness of the information contained in the Documentation, except in the event that the Financed Company provides information that is manifestly inconsistent, in which case RAIZERS shall be responsible for uncovering the inconsistencies.
In particular, Financed Companies with their registered office in Switzerland assume the responsibility of the issuer within the meaning of Articles 752 CO and 1156 CO for the content of the information provided in the issue prospectus, as well as for the preparation of the Subscription Form, except in the case where the content of the information provided in the issue prospectus is manifestly inconsistent.
Similarly, the verification of the consistency of the Documentation is based on the assumption that the data transmitted by the Financed Companies are accurate and complete.
8.3.7 BREACHES BY THIRD PARTIES
RAIZERS cannot be held responsible for damages resulting from the behavior of third parties, in particular contractual or criminal breaches committed by the Financed Companies (whether in the use of the sums collected, in the respect of the rules applicable to their relationship with the Subscriber within the framework of the Collection or afterwards) or by an Institutional Partner
Article 9. VALIDITY, MODIFICATIONS AND TERMINATION
The T&Cs take effect as of their publication on the RAIZERS Platform and remain in force until they are partially or totally modified by RAIZERS. RAIZERS may modify the GCU of the RAIZERS Platform at any time. The User should therefore refer to the latest version of the GTC that will be accessible on the RAIZERS Platform on the date of consultation of the RAIZERS Platform. In addition, RAIZERS will communicate to the User, by e-mail, the old version of the GCU as well as the modified version. RAIZERS also reserves the right to modify or change the RAIZERS Platform pages, the services or their prices or access conditions at any time. These changes will come into effect as soon as they are put online on the RAIZERS Platform. In the event of a price change, RAIZERS will communicate the new pricing policy to the User by e-mail.
The User must expressly accept the modifications of the GCU in his Individualized Space.
For access to certain sections of the RAIZERS Platform, the GCU may be supplemented by additional conditions that will be sent directly to the User.
The GCU constitute a contract for an indefinite period and may be terminated by operation of law:
(a) by the User at any time without notice;
(b) by RAIZERS at any time with thirty (30) days' notice except in the case referred to in (c);
(c) by RAIZERS, without prior notice, in the event of User's failure to comply with the TOS.
Notwithstanding such termination, for Subscriptions made by the User before the effective date of termination, the rights and obligations of the Parties under the GTU shall continue:
- If the Success Threshold is reached with post-collection follow-up in the form of a common interest mandate: until the end of this mandate;
- In any other case (failure to reach the Success Threshold at the end of the Collection Period etc.): until the end of the OFP.
The User will then have access to his Individualized Space only for the follow-up of Subscriptions made before the effective date of the termination.
Section 10. NOTIFICATIONS
10.1 Notification modes
Any notice, request or communication made pursuant to the TOS shall be in writing and shall be sent by any means to the party concerned.
Any notice, request or communication to be given and any document to be delivered by a Party to another Party in pursuance of this Agreement shall be in accordance with the following:
- (a) Concerning RAIZERS: Attention: [email protected]
- (b) Concerning the User: At the address, telephone number, e-mail address, name of department or manager indicated by the User on his Individualized Space.
10.3 Notifications are deemed to be made:
(a) by registered mail with return receipt: on the date of first presentation of the registered letter by the postal services, the date mentioned on the receipt being proof of the date;
(b) by hand delivery: on the date shown on the receipt signed by the recipient or any of his employees or servants.
(c) by electronic communication: on the date stated in the transmittal message provided that it is received in legible form.
Article 11. MISCELLANEOUS STIPULATIONS
Unless otherwise agreed, the TOU contains the complete and exclusive statement of all terms applicable to the subject matter hereof and supersedes all prior negotiations, communications, representations and undertakings, whether oral or written, between the Parties with respect to the subject matter hereof. The TOU supersedes all other information.
In the event of a takeover of the Platform, RAIZERS reserves the right to transfer to any third party of its choice all or part of its rights and obligations under these GCU, which the User accepts without reservation.
11.4 Handling complaints
The filing and processing of claims is free of charge for RAIZERS customers; it being specified that the term "customer" refers here to any potential or actual investor or project holder to whom the RAIZERS Platform provides or intends to provide participatory financing services. That said, if the customer wishes to use external legal counsel to manage his or her claim, the latter shall fully assume the related costs. RAIZERS will not bear any costs related to the use of external legal counsel.
To file a complaint, the customer must fill in a specific form available in the "Contact us" section located at the bottom of all RAIZERS website pages. When accessing this section, customers can select the reason for their contact request: "complaint". Once this choice has been made, a form opens automatically.
Only claims submitted in this way and containing all the information indicated on the form will be examined by RAIZERS.
RAIZERS will send an e-mail to the claimant with the completed and electronically signed claim form. RAIZERS will acknowledge receipt of the claim within ten (10) business days of receipt of the claim.
RAIZERS will inform the customer, within thirty (30) working days of this sending, whether the claim is admissible or not.
Article 12. Proof
The User acknowledges and agrees that :
- The information provided by RAIZERS by e-mail and on the RAIZERS Platform is authentic between the Parties and has the same probative force as a handwritten document;
- All data recorded in an unalterable, reliable and secure manner in the RAIZERS computer database relating in particular to orders and confirmations received from the User, notifications sent, accesses, withdrawals and refunds will be deemed authentic between the Parties until the contrary is proven.
Article 13. APPLICABLE LAW - COMPETENT JURISDICTION
These GCU are governed by French law and are subject to the exclusive jurisdiction of the Paris Commercial Court and the Paris Court of Appeal.
Article 14. LEGAL NOTICE
- Publisher of the RAIZERS Platform: This site is published by RAIZERS SA.
- Host of the RAIZERS Platform: OVH Company
- Contact for any complaint concerning this Site and/or its content: [email protected]