Roundtable Deal by Deal Co-Investment Vehicle
Terms of Service

In these Roundtable Deal by Deal Co-Investment Vehicle Terms of Services, the following terms (whether in singular or plural form) shall have the following meaning:
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Additional Service: means any service, other than a Service, that the Company may provide to Customers or to the Co-Investment Vehicle, pursuant to and in accordance with a separate agreement setting out, e.g., the remuneration payable for that additional service.
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Affiliate: means, in relation to a legal entity, a company which such legal entity controls, which controls such legal entity, or which is controlled by the same person(s) as that legal entity.
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Agreement: means the agreement among the Company and the Customer regarding the provision of Services, in accordance with and subject to the Terms of Service (through an acceptance button online as the case may be); the Agreement between the Company and the Deal Lead in respect of any Deal and Co-Investment Vehicle and including the Deal Lead's acceptance of the Terms of Service is referred to as the Deal Lead Services Agreement.
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Roundtable: means Roundtable S.A.S., a société par actions simplifiée incorporated under the laws of France, having its registered office at 25, allée Robert Doisneau - 92100 Boulogne (France), registered with the Trade and companies Registry of Nanterre under number 908 281 363.
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Associates: means, in relation to a Co-Investment Vehicle, the Deal Lead, the Investors, and the Partner.
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Bank Account: means, in relation to any Co-Investment Vehicle, any bank or payment account that will be in the name of the Company, any Partner or the relevant Co-Investment Vehicle (as determined by the Company in is discretion), and that shall be used in order to collect Subscriptions monies and/or make payments for the acquisition of the Securities, and/or to collect payment and revenues of any kind pertaining to the Securities held by the Co-Investment Vehicle.
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Business Day: means any day, between 9:00 am and 6:00 pm, other than a Saturday, Sunday, or any bank or public holiday in France.
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Co-Investment Vehicle: means, in respect of each Deal, the vehicle constituted by the Deal Lead, the Investors, and a Partner, for the purposes of (i) organizing the pooling their Co-Investment of Securities, (ii) making such Co-Investment and paying the price thereof, (iii) holding the Securities resulting from such Co-Investment, and (iv) organizing the decision to assign (or otherwise dispose of) the Securities.
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Co-Investment Vehicle Bylaws: means, in relation to a Co-Investment Vehicle, the standard contractual documentation (incl. Commitment Forms and Subscription Bulletins) and/or the standard articles of association, provided as part of the Services for the constitution of the Co-Investment Vehicle, as such standard documentation may be amended by the Company from time to time, it being understood, for the avoidance of doubt, that the amendment of the Co-Investment Vehicle Bylaws of any Co-Investment Vehicle, once constituted, shall be subject to the law applicable to that Vehicle and to such Bylaws.
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Commitment Form: means, in relation to a Co-Investment Vehicle, the undertaking (as the case may be in electronic form) of the Deal Lead or the Investor to invest a certain amount in that Co-Investment Vehicle in consideration for Shares.
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Company: means Roundtable or any successor thereof, or any other entity to which the Company’s rights and obligations hereunder shall have been transferred in accordance with the Agreement.
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Customer: means any (legal or natural) person who has entered into the Agreement with the Company with a view to investing in a Co-Investment Vehicle, and, as the case maybe, as far as the Deal Lead is concerned, with a view to promoting the constitution of a Co-Investment Vehicle.
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Customer Data: means any personal data (incl. documents) within the meaning of the General Data Protection Regulation (EU) 2016/679, relating to the Customer and which is stored and processed by the Company pursuant to or in furtherance of the Agreement.
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Deal: means the co-acquisition of Securities.
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Deal Lead: means the person who enters into a Deal Lead Services Agreement with the Company in a capacity as Deal Lead, for the purposes of forming a Co-Investment Vehicle designed to invest in a Deal.
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Deal Representative: means, in respect of any Co-Investment Vehicle, the position contemplated by the Co-Investment Vehicle Bylaws (and constituting as the case may be as a corporate body of the Co-Investment Vehicle), which shall have the power and authority (but no other power and authority) to represent the Co-Investment Vehicle (and its Associates) in all dealings regarding the Target, and in particular in the negotiation or amendment of the Shareholder Agreement.
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Fees: means the fees payable for the Services (excl. Additional Services, in respect of which a remuneration is to be agreed separately on a case-by-case basis) in accordance with Clause 9.
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Initial Services: means the services described in Clause 3.1.
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Investor(s): means in relation to a Co-Investment Vehicle, the Customers (other than the Deal Lead or any Partner) who have subscribed to the Agreement and have committed to invest in that Vehicle by executing a Commitment Form.
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KYC/KYB Documentation: has, in respect of any Customer, the meaning set out in Clause 2.4.
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On-Going Services: means the services described in Clause 4.1.
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Partner: means in respect of each Co-Investment Vehicle, any entity which is, at the Company's election in its discretion, either the Company itself or an Affiliate of the Company, and which is appointed as a corporate body of the Co-Investment Vehicle pursuant to the Co-Investment Vehicle Bylaws.
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Privacy Policy: means the policy and measures implemented by the Company with respect to Customer Data, in order to safeguard the confidentiality and integrity of such data, as such policy may be amended from to time by the Company, and as posted on www.roundtable.eu.
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Registered Office: means, in relation to a Co-Investment Vehicle, the registered office of the Co-Investment Vehicle within the meaning of the law applicable to the Co-Investment Vehicle or, if that concept of registered office is not determined by the law applicable to the Co-Investment Vehicle, the address where the Associates of the Co-Investment Vehicle have decided to establish the seat of that Vehicle, as set out in the Co-Investment Vehicle Bylaws.
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Securities: means the financial instruments (as defined in Directive 2014/65/EU on markets in financial instruments) issued by a Target, or, as the case may be, if such instruments constitute derivative products of securities not issued by a Target, such derivative products relating to a Target.
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Services: means, collectively, the Initial Services, and the On-Going Services.
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Share: means, in relation to any Co-Investment Vehicle, any capital share or participating equity interest of any form or nature in the Co-Investment Vehicle.
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Shareholder Agreement: means any agreement between the Co-Investment Vehicle and the Target and/or other holders of securities (including securities of the same type/series as the Securities) issued by or in respect of the Target, and which aims to organizing certain rights and obligations of the parties thereto in relation to the Target and/or the Securities.
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Subscription Bulletin: means, in relation to a Co-Investment Vehicle, the document (available in electronic form as the case may be) by which the Customer becomes an Associate of that Co-Investment Vehicle, i.e., by which such Customer (i) invests a certain amount in that Co-Investment Vehicle in consideration for Shares, and (ii) adheres to the Co-Investment Vehicle Bylaws, and which sets out the payment instruction relating to that subscription. 
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Target: means a company in which the Co-Investment Vehicle is to invest or has invested pursuant to its purpose clause, through the acquisition of Securities.‍

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Terms of Services: means these Roundtable Deal by Deal Co-Investment Vehicle Terms of Services, as may be amended from time to time in accordance with the provisions hereof.

1. Investors enter into the Agreement upon the invitation of a Deal Lead, subject to the execution by the Deal Lead of the Deal Lead Services Agreement. It is the Deal Lead’s exclusive responsibility to invite prospective Investors to invest in a Deal and to share with such (prospective) Investors the information that the Deal Lead shall see fit regarding the proposed Deal, Securities and Target (and, as the case may be, the proposed Shareholder Agreement). The Company does not provide the name or contact details of any prospective Investor to any Deal Lead. The Company does not in any way advertise or recommend any Deal to any (prospective) Investor. 
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2. The Deal Lead shall not invite more than 149 prospective Investors per Deal in any country. The Company may impose other restrictions on the number and type of Investors that may be invited by the Deal Lead. All such limitations provided herein or subsequently decided by the Company pursuant to this Clause may be set on the basis of any criterion determined by the Company in its discretion, e.g., by country of residence or by category of Investors, and may be amended by the Company from time to time.
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3. For the purpose of inviting prospective Investors, the Deal Lead shall be notified by the Company of a hyperlink to a website, where such prospective Investors may register (using the technical features available on that website) their interest in a Deal and the relevant Co-Investment Vehicle, and complete their Commitment Form, and enter into the Agreement with the Company for that purpose, subject to the provisions of this Clause 2. Customers shall subsequently receive an invitation to sign a Subscription Bulletin in order to execute their investment in a Co-Investment Vehicle. The Company may require that the Commitment Form be returned in the form of an original hard copy in lieu of or in addition to the electronic version to be filled in online. In all cases, the Commitment Form shall be in form and substance as required by the Company, and may require payment on a Bank Account of the amount that is committed pursuant to any Commitment Form within a delay specified in that Commitment Form. If the payment is not received by that date, the Commitment Form may be ignored entirely as if it had never been completed. Without limitation to Clause 3.2, any payment so made in excess of the final amount payable pursuant to the Subscription Bulletin of the relevant Investor shall be returned to the Investor as soon as reasonably practicable.
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4. The Customer must provide to the Company all such information and documents as may be reasonably required by the Company in its discretion in order to properly identify the Customer and/or the Customer’s business, and the source of funds committed or which such Customer intends to commit to the Co-Investment Vehicle pursuant to a Commitment Form, as such identification and assessment may be required under applicable anti-money laundering and anti-terrorist financing rules and/or under the reasonable policies and procedures of the Company (or any of its sub-contractors), or as may be required by the financial institutions (banks, payment institutions, etc.) that shall process payments to or from the Bank Account (all such information and documents in respect of any Customer and/or the Customer’s business is collectively referred to herein as the “KYC/KYB Documentation” of that Customer); 
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5. The Company may refuse in its discretion to enter into the Agreement with any prospective Customer. The Company may also refuse in its discretion the registration of any Investor in relation to any Deal and Co-Investment Vehicle, even if such prospective Investor is already a Customer or an Investor in another Co-Investment Vehicle. The Company shall not be required to justify or motivate in any way such refusal.
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6. Any prospective Customer who is so refused shall not adhere to the Co-Investment Vehicle for which he/she/it has been refused, and any Commitment Form or Subscription Bulletin from such a prospective Customer shall be deemed null and void and shall be given no effect. Any payment made pursuant to such Commitment Forms or Subscription Bulletins shall be returned to the payer as soon as reasonably practicable.
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7. Whether or not the Company is legally required to do so, any Customer must answer all such questions and provide all such documents as the Company may reasonably require from time to time (incl. after the Agreement has been entered into with such Customer) for the purposes of identifying such Customer and ascertaining the source of funds which such Customer has invested or intends to invest in any Co-Investment Vehicle.
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8. There must be a Deal Lead Agreement for any Deal. Similarly, there must be an Agreement entered into between the Company and each Investor in respect of each Deal. As a result, the Deal Leads or Investors who have already entered into an Agreement in relation to another Deal (regardless of the capacity – Deal Lead or Investor – in which they have already entered into an Agreement) are therefore invited to enter into a new Agreement in respect of any new Deal.

2. For each Deal, the Deal Lead shall inform the Company in due time of the commitment period during which Commitment Forms may be sent to the Company. Commitment Forms sent to the Company after the expiry of that period shall be null and void and shall have no effect and shall not be deemed to constitute Commitment Forms. The Deal Lead may however determine circumstances in which the commitment period shall be closed anticipatively or extended (e.g., as soon as all Commitment Forms reach the contemplated Deal size). The end of the commitment period shall be notified to the prospective Investors who have entered into the Agreement in relation to the Deal. At the end of the commitment period, the Deal Lead may determine in his/her/its discretion the amount that each Investor shall have to invest (and which will be set out in the Subscription Bulletin), provided that such amount does not exceed the amount which was committed to be invested in the Commitment Form of that Investor.
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3. For the avoidance of doubt, there shall be one Co-Investment Vehicle per Deal and any Co-Investment Vehicle may invest in one Deal only. Should an investment opportunity in a Target arise, as the case may be as a result of the rights attached to the Securities held by a Co-Investment Vehicle already constituted, another Co-Investment Vehicle must be constituted, as the case may be, in respect of that additional investment.
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4. The constitution of Co-Investment Vehicle or the increase of the capital/estate of a pre-existing Co-Investment Vehicle shall be completed only if, and as soon as reasonably practicable after, the Deal Lead and the Investors shall have performed their obligations which are to be performed prior to the completion of such operation, and in particular after receipt of signed and valid Commitment Forms (e.g. forms received during the commitment period referred to in Clause 3.2), and after receipt of the in the Bank Account of all payments that were committed by them in their Subscription Bulletin.
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5. Without limitation to the generality of Clause 12.4, the Initial Services are provided to the Deal Lead and the Investors except that, if the Co-Investment Vehicle is constituted, the Initial Services shall be deemed to have been requested by the Deal Lead and the Investors on behalf and for the account of the Co-Investment Vehicle to be constituted, and provided, from the date of the Deal Lead Services Agreement, to the Co-Investment Vehicle to be constituted. If the Co-Investment Vehicle is constituted, all rights and obligations of the parties hereunder shall be deemed automatically transferred to the Co-Investment Vehicle.
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6. Where a Deal Representative must be appointed pursuant to the Co-Investment Vehicle Bylaws, the Deal Lead shall make sure that a candidate proposed by the Deal Lead shall be presented for appointment as Deal Representative, and that such candidate shall accept that appointment and discharge the duties inherent in that appointment in accordance with applicable laws and the Co-Investment Vehicle Bylaws. The other Associates shall support the appointment of the Deal Representative so proposed by the Deal Lead.

2. The On-Going Services are provided to the Co-Investment Vehicle. Without limitation to the generality of Clause 12.4, the On-Going Services are deemed requested by the Deal Lead and the Investors on behalf and for the account of the Co-Investment to be constituted.
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3. The On-Going Services shall be provided for a period of ten (10) years from the date of the completion of the Initial Services. This is without limitation to the possibility of agreeing for an extension of the term of the On-Going Services, subject to additional Fees. They shall however terminate if (i) as a result of changes in the applicable law, the Services may no longer be validly provided as contemplated herein, or (ii) as a result of such changes they may no longer be so provided unless certain changes are made in the Co-Investment Vehicle Bylaws, whereas the Deal Lead and the Investors do not unanimously agree on such changes. Termination shall be notified by the Company to the Co-Investment Vehicle, the Deal Lead and the Investors.
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4. The Co-Investment Vehicle Bylaws may have to be amended as a result of changes in the laws applicable to the Co-Investment Vehicle. Even though the Company shall use reasonable efforts to monitor changes in the applicable laws and to recommend changes in the Co-Investment Vehicle Bylaws, it cannot and does not warrant that it shall recommend changes in due time to adjust to, or to validly circumvent or avoid, to the extent feasible, such changes or the consequences of such changes for the Co-Investment Vehicle and the Associates.

2. The Company may however (without being bound to do so) from time to time provide Additional Services (i) in furtherance of a resolution of the general meeting of the Co-Investment Vehicle passed in accordance with the Co-Investment Vehicle Bylaws, (ii) as a result of an assignment of Shares, when additional Investors join the Co-Investment Vehicle and need to be on-boarded and registered after completion of the Initial Services, or (iii) or when more than one distribution must be made to the Associates pursuant to Clause 4.1.12 as a result of the disposal of Securities (e.g., when there are different partial assignments of Securities by the Co-Investment Vehicle).
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3. For the avoidance of any doubt, the Company shall not participate or otherwise interfere in the negotiation of any Shareholder Agreement, unless the Company has been appointed as Deal Representative.
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4. For the avoidance of any doubt, the Company shall not participate or otherwise interfere in the negotiations relating to the assignment of the Securities by the Co-Investment Vehicle, unless the Company has been appointed as Deal Representative.
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5. Any Additional Service must be subject to an express and prior agreement in writing with the Company.

1. Partners shall be appointed in order to act as the corporate bodies of the Co-Investment Vehicle other than the general meeting or the Deal Representative (when the Co-Investment Vehicle Bylaws provide for the appointment of a Deal Representative), and with a view to filling all such other positions of corporate bodies that are required by applicable law and/or the Co-Investment Vehicle Bylaws. There shall be a minimum of one and a maximum of two Partners, depending on the requirements of the Co-Investment Vehicle Bylaws. If two corporate bodies must be appointed and organized in addition to the general meeting and the Deal Representative, the two positions shall be filled in by two different legal entities acting as Partners, and only one Partner shall be an Associate. The Company may determine in its discretion which Partner shall be an Associate. 
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2. No Partner or Deal Representative may resign its position, or be dismissed, except in accordance with applicable laws and the Co-Investment Vehicle Bylaws, and such resignation or dismissal shall, to the largest extent permitted by law, be effective only if and when the appointment of a substitute Partner or Deal Representative becomes effective. The Company shall not be bound to continue to provide any On-Going Services if a Partner is dismissed.
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3. The parties agree that one Partner shall at the constitution of the Co-Investment Vehicle subscribe to one Share of that Vehicle. The subscription price of that Share shall be determined in the Co-Investment Vehicle Bylaws, and may be as low as one cent (0.01€) euro. The Partner shall have the right to defer the payment of that subscription to the largest extent and for as long as permitted by the Co-Investment Vehicle Bylaws and applicable laws. The Deal Lead and the Investors in any Co-Investment Vehicle accept such subscription and the Company warrants that a Partner shall subscribe to one Share and pay for that subscription as mentioned above. 
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4. Partners are appointed as a result of a legal obligation inherent in the legal form of the Co-Investment Vehicle and/or as required by the Co-Investment Vehicle Bylaws. They are not meant to have any power or authority to manage, decide for, or represent, the Vehicle in any respect, except if and to the strictest extent imposed by applicable law and expressly determined by the Co-Investment Vehicle Bylaws, or as otherwise contemplated herein. No Partner shall in any event assume the responsibilities inherent in the duties of the Deal Representative, where a Deal Representative is to be appointed pursuant to the Co-Investment Vehicle Bylaws. The duties of the Partners are essentially to provide administrative services in nature, at the express exclusion of the exercize of any managerial authority. No Partner shall have residual powers or authority of any kind. All residual powers shall belong to the general meeting of the Co-Investment Vehicle. The Co-Investment Vehicle Bylaws shall be construed in accordance with this Clause.
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5. No Partner shall be appointed as Deal Representative, except if the Company so elects if the Company is appointed as Deal Representative. 
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6. If the Deal Representative is not the Company or a Partner, the Deal Lead warrants that the Deal Representative shall act within the limits of the power and authority provided by the Co-Investment Vehicle Bylaws (and subject to, as the case may, the specific instructions given by the general meeting of the Co-Investment Vehicle pursuant to such Bylaws), and that the Deal Representative shall not in particular (attempt to) interfere in the discharge of their duties by the Partner(s) or hinder their capacity to discharge such duties.
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7. All negotiations relating to the Shareholder Agreement or to the assignment of the Securities by the Co-Investment Vehicle, shall be exclusively conducted by the Deal Representative, who will act in line with company management, or majority of shareholders of the target, subject to, as the case may, the specific instructions given by the general meeting of the Co-Investment Vehicle pursuant to the Co-Investment Vehicle Bylaws.

1. The Customer shall refrain from using the Services or any Co-Investment Vehicle illegally and for purposes other than the lawful purposes for which they are reasonably intended, or in a way not consistent with the Agreement. The Customer shall in particular (and without limitation to the generality of the above) refrain from any action which would constitute a regulated investment service.
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2. Any Service can be provided electronically, including on-line, and may require that all information and documents be provided to the Company (or the Co-Investment Vehicle), including the KYC/KYB Documentation, be furnished electronically by using the communication or other electronic tools that are made supplied by the Company (including on a website) or that are commonly used (e.g., emails, etc). The Company may subject the use of any such method to authentication      and security measures consistent with market practices.
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3. The Company may however reasonably require signed originals of any document to be executed by the Deal Lead and/or the Investors, or may impose the use of simple, advanced, or qualified electronic signatures. References herein to signatures, signed documents, consent, approval, or adherence designate a manual or electronic signature, or the expression of a consent, approval, or adherence, by clicking appropriate buttons on a website, at the Company's election.
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4. Unless indicated otherwise by the Company to the Customer providing the information and document, the Company shall not give effect to any information or document which is not supplied in accordance with the method determined by the Company pursuant to Clauses 7.2 and 7.3.
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5. No Customer shall require or accept payments from any other Customer, including Associates in the same Co-Investment Vehicle, in relation to the Co-Investment Vehicle or Securities or otherwise in furtherance of the Agreement. Payments by Customers in relation to the Co-Investment Vehicle or Securities shall be made and channeled to the benefit and for the account of the relevant Co-Investment Vehicle in accordance with the Agreement and the relevant Co-Investment Vehicle Bylaws.

1. The Company may delegate or sub-contract any Service, in whole or in part, to any third party (incl. a Partner). Any right, power and authority granted to the Company hereunder may therefore be exercized by such delegate, and any obligation, task, or duty bearing on the Company may validly be performed, carried out, or discharged by such delegate. No delegation or sub-contract shall transfer or discharge the Company's liability for the performance of its obligations hereunder, except if and to the extent that the delegate is a Partner acting pursuant to Clause 8.3.
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2. For the avoidance of doubt, as a result of Clause 8.4, the Partner may also sub-delegate in the same manner as provided in Clause 8.1, On-Going Services to any third party, under the relevant Partner's supervision and responsibility.
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3. Without limitation to the generality of Clause 8.1, the Company shall delegate the provision of On-Going Services to Partners, at the full discharge of the Company. As soon as the Co-Investment Vehicle is constituted, all obligations of the Company relating to the On-Going Services to the Co-Investment Vehicle shall be assumed exclusively by the Partners. The Company warrants that any Partner has accepted or shall accept, as from the date of its appointment as Partner, all such obligations as its personal and direct obligations at the full discharge of the Company. The Partners shall provide the On-Going Services in their capacity as corporate bodies of the Co-Investment Vehicle, in accordance with the law applicable to the Co-Investment Vehicle and the Co-Investment Vehicle Bylaws. If more than one Partner is appointed, the responsibilities and potential liabilities inherent in the On-Going Services shall be assumed by the Partner which shall not be an Associate, except to the extent that the law applicable to the Co-Investment Vehicle and/or the Co-Investment Vehicle Bylaws provide for the mandatory liability of the other Partner or of both of them (jointly and/or severally as the case may be).
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4. All references herein to the Company in relation to On-Going Services shall be deemed to constitute references to such Partners. 
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5. Any references herein to any Partner or to Partners must be construed, in relation to any Vehicle, as a reference to the Partner appointed in accordance with the Co-Investment Vehicle Bylaws, where only one Partner is so appointed, or to the Partner who is not an Associate of that Vehicle, where two Partners are appointed.

1. The Fees shall be determined as follows: 1% of the invested amount in the Target with a minimum of 5000 €, plus an amount corresponding to the following:
   
   (Total number of Investors and Deal Lead in the Co-Investment Vehicle - 20) * 100 euros (excluding taxes),
   
   it being specified that this additional amount shall never be lower than 0 euro. 
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2. The Fees shall be paid to the entity determined by the Company, and which may be, in whole or in part, the Company itself, any Partner, or any sub-contractor to any of them. All Fees mentioned in the Agreement are expressed VAT (or any other tax or charge applicable by operation of law) excluded (if applicable).
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3. The Fees shall be paid upfront by, or on behalf and for the account of, the Co-Investment Vehicle. They shall be paid at the constitution of the Co-Investment Vehicle or at its capital increase, upon receipt of payments of the subscriptions made pursuant to Commitment Forms, to the Bank Account. The Company may instruct such payment from the Bank Account. The Fees may be invoiced after payment. The Company may also require a down payment of the Fees (in whole or in part, on the basis of the expected subscriptions, as announced by the Deal Lead, at any stage of the Initial Services. Such down payment shall not be refunded in the event that the Co-Investment Vehicle is not finally constituted or if the Co-Investment price paid by the Co-Investment vehicle is below the Co-Investment. price announced by the Deal Lead.
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4. The late payment of any sum owing to the Company pursuant to the Agreement or in respect of Additional Services may cause a suspension of the Services or of the Additional Services (incl. a resignation of any Partner) or the termination of the Agreement by the Company.

1. Insofar as necessary, the Customer acknowledges and accepts that his/her Customer Data shall be stored and processed in accordance with the Company’s Privacy Policy (as amended from time to time) and as available on https://www.roundtable.eu/privacy-policy. The Customer Data may be so stored and processed by the Company itself for the purposes of providing the Services, and/or by the Co-Investment Vehicle (including the Partners acting as corporate bodies thereof), and/or by certain service providers to the Company, the Co-Investment Vehicle, or the Partners, to the extent that such service providers reasonably need to access, store and process the Customer Data for the provision of their services to the Company, the Co-Investment Vehicle, or the Partners, and/or to the extent required by law. The Customer authorises the Company to share with, copy or transfer to, the Co-Investment Vehicle, the Partners, and such service providers the Customer Data if and to the extent required for such purposes.

1. The Company shall assume no liability for interruptions of the electronic tools used for the provision of the Services resulting from (i) events of force majeure or beyond the reasonable control of the Company, (ii) any error or negligence of the Deal Lead, or of any Investor, or (iii) occurring in the normal course of business, except if it is demonstrated that such interruptions were caused by the gross negligence of the Company.
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2. The Company shall not be liable for the negligence of the Partners in providing the On-Going Services. Partners shall not be liable to the Co-Investment Vehicles of which they are corporate bodies, or to their Investors, except in case of gross negligence. The Partners’ liability shall in any event be capped at the amount of the Fees effectively paid by the Co-Investment Vehicle.  This Clause is stipulated to the benefit of Partners, and the Company, acting on behalf of such Partners, has accepted this stipulation.
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3. Although the Company has used its best efforts, including through the consultation of reputed external counsel, in order to propose a Co-Investment Vehicle Bylaws that is valid and consistent with the purposes of the Services, the Company (or the Partners) may not and does not issue tax or legal opinions, or otherwise make representations or give warranties (express or implied) that such Documentation is and shall remain valid  throughout the Term of the Agreement, and that it is and shall remain enforceable in accordance with its terms in all circumstances. The Company shall therefore assume no liability for the lawfulness and completeness of the Co-Investment Vehicle Bylaws. It is the responsibility of the Customer investing in a Co-Investment Vehicle to ascertain that the Co-Investment Vehicle Bylaws is suitable to its needs and expectations and enforceable.

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1. The Agreement constitutes the entire agreement between the Customer and the Company, and among the Customers, in relation to the Services and the Co-Investment Vehicle (to be) constituted among the Customers, with respect to the subject matter hereof. It supersedes all prior agreements, understandings and negotiations, both written and oral, with respect to the subject matter hereof.
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2. Subject only to a notification to the Customer, the Company may assign its rights and obligations under the Agreement (including by way of merger or similar operation) to any other company. By contrast, the rights and obligations of the Customer are non-assignable, including in case of merger or similar events.
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3. The Customer acknowledges that the Company may amend the Terms of Service subject to a twenty (20) Business Days prior notice. Notice is not required if the amendment is of minor importance or advantageous to the Customer or the Co-Investment Vehicle. 
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4. The Associates warrant to the Company that all obligations which are to be assumed by the Co-Investment Vehicle pursuant to express or implied provisions of the Terms of Service shall be accepted and assumed by the Co-Investment Vehicle. Conversely, the Associates warrant to the Company that all rights stipulated in the Terms of Service in favor of the Co-Investment Vehicle shall be accepted by the Co-Investment Vehicle. All such rights obligations are stipulated on behalf and for the account of the Co-Investment Vehicle to be constituted.
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5. In case of discrepancy between the Terms of Service and the Deal Lead Services Agreement, the latter shall prevail. In case of discrepancy between the Terms of Service and the Co-Investment Vehicle Bylaws, the latter shall prevail. In case of discrepancy between the Deal Lead Services Agreement and the Co-Investment Vehicle Bylaws, the latter shall prevail.
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6. If any provision in the Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, such provision, in whole or in part, shall be deemed not to form part of the Agreement, and the legality, validity or enforceability of the remainder of the Agreement shall not be affected. In such case, each party to the Agreement shall use its best efforts to immediately negotiate in good faith a legally valid replacement provision having the same or substantially similar economic effects, considering the purposes and intent of the, in whole or in part, illegal, invalid or unenforceable provision.
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7. No failure or delay by the Company to exercise any right or remedy under the Agreement shall be considered as a waiver of such right or remedy, or any other right or remedy under the Agreement. Partial exercise by the Company of any right or remedy under the Agreement shall not preclude any further exercise of such right or remedy or the exercise of any other right or remedy under the Agreement.
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8. Information stored by the Company (including electronic records relating to Customers and any Co-Investment Vehicle) may serve as evidence of all transactions between the Company and any Customer until proven otherwise, in the same way as signed original written paper documents.
9. The Agreement and all non-contractual obligations arising out of or in connection with it, are governed by and shall be construed in accordance with the laws of France.
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10. Insofar as necessary, the Customer acknowledges and accepts that the Co-Investment Vehicle may (in the conditions and subject to the terms of the Co-Investment Vehicle Bylaws or Shareholder Agreement) assign to the Company or an Affiliate of the Company (incl. a Partner as the case may be), free of charge, the rights that it may receive as a result of its acquisition of Securities, relating to the subscription or acquisition of other financial instruments relating to the Target (as the case may be through another new Co-Investment Vehicle).
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11. Confidentiality: All information made available to Customers by the Company or any Deal Lead, as part of or through the Services, including information on the Company, the Services, any Target, any Co-Investment Vehicle, any Co-Investment Vehicle Documentation, or any Deal, shall be deemed to constitute strictly confidential information, unless it is made available to the public by the Company or the Deal Lead. Customers shall in no circumstance or in any form, including verbally, disclose any such confidential information to any other person, except, as far as the confidential information pertains to a Co-Investment Vehicle, to the Associates of that Vehicle. Each Customer shall keep the Company and the Customers (incl. the Deal Lead and the Associates of the relevant Co-Investment Vehicle) as the case may be, harmless and indemnified against all losses or damages which they may incur (including in the event that they would be held liable under certain confidentiality undertakings) as a result of the breach of this confidentiality obligation.
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12. The parties to the Agreement shall attempt in good faith to resolve amicably all disputes arising in connection with the interpretation or application of the Agreement. If no amicable settlement is found, the courts of Paris shall have exclusive jurisdiction to settle all disputes under the Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement).