Terms of Service

Last updated: 15 April, 2024

1 - Definitions

Capitalized terms not otherwise defined in these Community Terms of Services shall have the same meaning as the Capitalized terms defined in the Platform Terms of Services.

Admin(s): means any Customer who gathers, forms, and constitutes a Community as and/or is in charge of the management of this Community. 

Community: means a group of several Customers gathered, formed and constituted by one or several Admin(s), who are registered as such by the Company through the Website as members of that Community. 

Community Account: means, in respect of each Community, the IT environment in the form of a confidential web page accessible through the Website, which is dedicated to a Community, and accessible by members of that Community via a dedicated URL with any major web browser, and in which the members of that Community can store, access, share, and process information and documents constituting or relating to the Community, Deal Partnerships led by an Admin (who shall also then be a Deal Lead pertaining to that Deal Partnership) of that Community (or some members of that Community), Deals once made that were shared with that Community, Customer Data, and any other data and information, in respect of which the Services are provided.

2 - Constitution of Communities

  1. The parties acknowledge that each Community is constituted to register and federate a global group of Customers, it being understood that the members of that Community who will effectively invest together in a Deal shall be invited to constitute a Deal Partnership for that specific purpose.
  2. Any Community is gathered, formed, constituted and/or managed by an Admin (as the case may be, a prospective Deal Lead), on such Admin’s own motion. An Admin may use the electronic communication tools inherent in the Platform Services (incl. emails powered by the Platform) to invite prospective Customers to register with the Community created and/or managed by that Admin by following the electronic constitution process made available by the Company (incl., on the Website). The electronic constitution formalities and techniques (incl. identification/authentication methods) are determined by the Company in its discretion and may change from time to time. 
  3. A name must be assigned to the Community in its constitution process, and a Community Account is created by the Company on the Platform as soon as reasonably practicable after the Company has accepted the Admin in that capacity and the constitution of the Community contemplated by that Admin.
  4. Upon the creation of a Community, a dedicated Community Account will be assigned to such Community.

3 - Adherence to and Functioning of Communities

  1. Customers may form a Community even if that Community does not (intend to) invest in any Deal. If certain members of a Community decide to invest in a Deal, they shall form a Deal Partnership, and they shall register (as Deal Lead or Investors as the case may be) separately in relation to that Deal Partnership.
  2. A Community may be (i) public, in which case any Customer registered with the Platform may see the existence of the Community and apply to join such Community or (ii) private, in which case any Customer not yet registered with that Community shall only be allowed to see and access that Community upon invitation by the relevant Admin(s) of that Community.
  3. The adherence of any Customer to any Community results from (i) the relevant Admin’s invitation to join that private Community, or (ii) that Admin’s acceptance of such Customer's application to join that public Community or (iii) the participation by a Customer to a Deal Partnership shared with that Community (if that Customer was not yet a registered member of that Community). If the person invited to join a Community is not yet a Customer, such person shall only be a member of the relevant Community (and have access to the Community Account) after registering as a Customer pursuant to the Roundtable Platform Terms of Services. 
  4. The adherence to a Community is open to Customers only. Without prejudice to the Customer’s right of withdrawal, no Customer (other than the relevant Admin) may oppose the adherence of any other Customer to any Community.
  5. Notwithstanding anything herein to the contrary, the registration of any Customer with any Community remains subject to the acceptance of that registration by (i) the Company and (ii) the Admin of the relevant Community. The (i) Company and (ii) Admin may refuse such registration in their discretion. The Company and the Admin shall not be required to justify or motivate in any way such refusal. The registration shall be confirmed electronically to the Customer.‍
  6. Any communication dispatched through the Services and powered by the Platform may be labeled in such a way as to indicate, in the Company’s discretion, that such communication is generated by the Platform. Where the content of such communications is determined (in part or in whole) by the Admin, they shall remain exclusively responsible, at the full discharge of the Company, for that communication and its contents.
  7. The Company may (without any obligation) limit the number of Customers per Community, or the number of email invitations that may be sent via the Website to constitute a Community. Such limitations may be set based on any criterion determined by the Company in its discretion, e.g., by country of residence or by category of Customers. Such limits may be amended by the Company from time to time. Whether or not such limits are set and applied by the Company, it shall in all cases be the respective Admin’s (with respect to their Communities) exclusive responsibility to determine the number of (prospective) Customers that such Admin may invite (through the Services, incl. the email service inherent therein, or otherwise) to join a Community without violating any rule of mandatory application in any country. The Company does not represent or warrant that the limits that the Company will recommend or implement in the Services as to the number of Customers that may be invited or admitted in any Community, shall comply with all applicable rules in all the countries where the Customers are based.
  8. Customers are required to use the Community Account lawfully and in accordance with all applicable local, state, national, and international laws. This includes refraining from posting or transmitting any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, of a confidential nature, or otherwise objectionable. Customers must not use the Community to conduct any unlawful activity or to solicit the performance of any illegal activity or other activity that infringes the rights of others.

4 - Obligations and Rights of Community Members

  1. A Customer who is a registered member of a Community as per Clause 3 shall have the right to withdraw from that Community, by way of written request sent to the Company. 
  2. The withdrawal of any Customer from any Community shall have no impact on such Customer participation to any Deal Partnership (and Deal Co-Investment Vehicle created as a result thereof) to which such Customer is also a member, even if these Deal Partnerships were shared to the Community from which the Customer is withdrawing. 
  3. Customer registered with a Community authorize the respective Admin(s) to use the Services in order to provide them with information on the Community or Deal Partnership shared with that Community, on a Deal, and any other information that may reasonably be considered as being of interest for the Community. Such information or communication shall at no time constitute recommendations constituting investment advice. 
  4. Customers acknowledge and accept that all members of any Community remain free to constitute or be a member of other Communities or Deal Partnerships among themselves and/or with third parties, for any reason or purpose, including for the purpose of co-investing in a Deal. Customers therefore have no assurance that (i) they will have the opportunity to invest in the same Deals as the other (Potential) Investors in that Community nor (ii) that they shall have the right to adhere to the same other Communities or Deal Partnerships as the other Customers in their Community.

5 - Obligations and Rights of Admin

  1. Neither the Company or any other Customer is bound to assist any Admin or in any way in constituting their respective Communities, except that the Company shall, through the Services, provide registration formalities for Customers who wish to become registered members of a Community, and communication tools with Customers identified by the Admin. 
  2. The Admin of a public Community remains free to request additional information and/or to reject an application to join its public Community. The Admin shall not be bound to provide any justification or explanation for such rejection.
  3. The Admin who initiates the constitution of a Community may authorise one or more other Customer(s) of that Community to act as co-Admin(s) of that Community. Each such co-Admin(s) constitute(s) an Admin within the meaning of the Agreement. References made herein to an Admin of a Community shall be deemed to constitute references to any and all Admins of that Community collectively. The co-Admins shall, when acting within the limits of their powers, act jointly and severally, except that (i) other governance rules may be determined for the relevant Community, implying different levels of powers and liabilities for the co-Admins, and (ii) unless determined otherwise in such governance rules, the initial Admin shall have the right at any time to terminate the appointment of any co-Admin, or to change/restrict the powers and authorizations of the co-Admins.
  4. Neither the Company nor any Admin are bound to provide any information at any determined interval, and such information may vary depending on the Customers, including Customers in the same Community. No Admin is in particular bound to propose any Deal Partnership to any Community, nor bound to propose the Deal Partnership to all members of its Community.
  5. The initial Admin of a Community (i.e., the Admin who formed and constituted that Community) may at all times decide to dissolve that Community. That initial Admin shall not have to provide any explanation or reason for such dissolution. The dissolution shall be without prejudice on the existence of any Deal Partnerships, including those that have been created as a result of a Deal being shared with the members of the Community that is dissolved. The Customers who were members of that dissolved Community shall remain Customers of the Platform, unless they elect to terminate the Agreement with the Company.

6 - Fees

  1. The creation of any Community is free, although the Company reserves the right to amend this at any time. This is without prejudice from the right tot he Company to co-invest (including in carried interest shares) in a Deal with any Customer or with any Community, in the context of a Deal Partnership and in accordance with the Deal by Deal Roundtable Terms of Services.