Roundtable Platform
Terms of Services

Last updated: 10 March, 2022

1 - Definitions

In these Roundtable Platform Terms of Services, the following terms (whether in singular or plural form) shall, when capitalised, 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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Admin(s): means any Customer who gathers, forms, and constitutes a Community as per Clause 4.1 and/or is in charge of the management of this Community. For the avoidance of doubt, an Admin may be but shall not necessarily be a (prospective) Deal Lead, an Investor or a Potential Investor. 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. Without prejudice of the rights of the Company to accept, revoke, or limit the access of any Customer as set forth in this Agreement and particularly as set forth in Clause 3.8, the Admin(s) shall have the right to invite Customers to register with the Community or to accept or decline their application to register with such (private or public) Community.

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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 between the Company and the Customer on the one hand, and among all Customers on the other hand (in particular where they belong to the same Community or Deal Co-Investors Partnership) regarding the use of the Platform and the provision of the Services, including these Roundtable Platform Terms of Services.

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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-acquisition of Securities, (ii) making such co-acquisition and paying the price thereof, (iii) holding the Securities resulting from such co-acquisition, 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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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.

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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, Deals proposed by an Admin (who shall also then be a Deal Lead pertaining to that Deal) to that Community, Deals once made who were shared with that Community, Customer Data, and any other data and information, in respect of which the Services are provided.

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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.

‍Customer: means any (legal or natural) person who has entered into the Agreement with the Company in accordance with the technical and contractual features provided by the Company, as an Admin, as a Deal Lead, as a Potential Investor or Investor, or as a Passive Customer.

‍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 in a Target.

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Deal Co-Investors Partnership: means, in respect of any Deal, the partnership formed by the Associates of the relevant Co-Investment Vehicle; for the avoidance of doubt, such a Partnership is automatically created, with an associated Partnership Account, at the latest when the Co-Investment vehicle is created.

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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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Investor: means any Customer who is registered with the Company as member of a Deal Co-Investors Partnership, i.e., who is an Associate (other than the Deal Lead or any Partner) of a Co-Investment Vehicle, or (pending the issuance of Shares to that Customer pursuant to the Subscription Bulletin of that Customer) 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 3.9.

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New Features: means any feature or functionality implemented in the Software by the Company (whether or not at the request of any Customer) at the Company’s own cost after the Effective Date, and which may be made available in whole or in part to any or all the Customers of the Company at the Company’s discretion.

Newsletter: means any electronic communication sent by the Company by email to its Customers to communicate marketing information and updates about the Company or the private investment environment, it being understood that none of the communication sent by the Company in this Newsletter shall constitute or be construed as personalized investment recommendations constituting investment advice.

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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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Partnership Account: means, in respect of each Deal Co-Investors Partnership, the IT environment in the form of a confidential web page accessible through the Website, which is dedicated to a Deal Co-Investors Partnership, and accessible by members of that Partnership via a dedicated URL with any major web browser, and in which the members of that Partnership can store, access, share, and process information and documents constituting or relating to the Partnership, or the Deal proposed by the Deal Lead of that Partnership, the Co-Investment Vehicle, Customer Data, and any other data and information, in respect of which the Services are provided.

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Passive Customer: a Customer who is not registered as a member of any Community nor as an associate of any Deal Co-Investors Partnership, as provided in Clause 3.2.
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Platform: means the Software, data, database, and the Website, also referred to as the "Roundtable Platform", developed, owned, and hosted by or on behalf of the Company, which is accessible at https:// app.roundtable.eu (and all related subdomain) and which is operated by the Company for the provision of the Services, as such Platform (incl., its visual and functional features) may be changed from time to time by the Company in the Company's discretion, subject only to Clause 7.1.
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Platform Services: means the electronic tools accessible on and powered by the Platform with a view to (i) enabling a Deal Lead or an Admin to communicate with Investors and/or Potential Investors (including invitation to join a Community or a Deal Co-Investors Partnership, email/messaging, and on-boarding features), and, as the case may be, about a Deal, (ii) providing a communication forum among members of a Community in relation to investment in general and, as the case may be in relation with a Deal Co-Investors Partnership, about a Deal in particular, and (iii) constituting and operating a Community or a Partnership Account in the form of a confidential IT environment dedicated to a Community or a Deal Co-Investors Partnership and accessible only by the Company and the Customers who are members of that Community or Associates of that Deal Co-Investors Partnership.

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Potential Investor: means a Customer in a capacity as member of a Community; for the avoidance of any doubt, a Customer may be a Potential Investor in one Community and an Investor belonging to a Deal Co-Investors Partnerships created by the same or other Customers.

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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 https://www.roundtable.eu/privacy-policy.

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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.

Roundtable Co-Investment Vehicle Services: the Services, as defined in the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services.

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

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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), the derivative financial instruments relating to a Target.

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Services: mean, collectively, the Platform Services and, with respect to any Deal Co-Investors Partnership, the Roundtable Co-Investment Vehicle Services as defined in Roundtable Deal by Deal Co-Investment Vehicle Terms of Services (and as the case may be the Additional Services, as defined therein, if such Additional Services are provided in accordance with the terms of the Roundtable Deal by Deal Co-Investment Vehicle Terms of 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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Software: means the software applications developed by or on behalf of the Company for the constitution and operation of the Platform and the provision of the Platform Services.
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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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Support: means the technical assistance to the Customer in relation to the operation of the Platform.

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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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‍Website: means the website accessible from www.roundtable.eu, and which includes a public website and a series of confidential and private webpages which are each dedicated to a (i) Community and a Community Account or (ii) Deal Co-Investors Partnership and a Partnership Account.

2 - Scope

Platform Services: These Roundtable Platform Terms of Services apply to the provision of Platform Services, as described herein and on the Website, and as such Platform Services and the description thereof may vary from time to time. Customers acknowledge that Platform Services essentially consist in electronic communication facilities and tools, with a view to enabling the constitution of Communities or Deal Co-Investors Partnerships, and the exchange of information within such Communities or Deal Co-Investors Partnerships.
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Deal Co-Investors Partnerships: The parties acknowledge that each Deal Co-Investors Partnership is constituted with a view to organizing the co-acquisition by the Deal Lead(s) and Investors of that Partnership of Securities relating to one Target.‍
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Communities: The parties acknowledge that each Community is constituted with a view to of registering and federating 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 Co-Investors Partnership for that specific purpose.
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Roundtable Deal by Deal Co-Investment Vehicle Terms of Services: Co-Investment Vehicle Services shall be provided to and in relation to Deal Co-Investors Communities formed for the purposes of investing in a Deal. Such Co-Investment Vehicle Services shall be subject to the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services. The acceptance of these Roundtable Deal by Deal Co-Investment Vehicle Terms of Services shall then be required.

3 - Customer registration

General: Deal Leads, Potential Investors, Admins and Investors must be registered with the Company as Customers as a result of their electronic acceptance of these Roundtable Platform Terms of Services, or such other contractual form as may be required by the Company for the provision of the Services (incl., as the case may be, a Deal Lead Services Agreement as far as Deal Leads are concerned). Subject to such additional contractual form or Deal Lead Services Agreement, such acceptance of the Roundtable Platform Terms of Services by a Customer shall constitute the Agreement between the Company, the Customer, and all the other Customers belonging to the same Community or Deal Co-Investors Partnership, upon the confirmation by the Company of the registration of that Customer pursuant to Clause 3.8. The registration of any Deal Lead, Potential Investor, Admins or Investor as a Customer implies the registration of that Customer as a member of (at least) one specific Community and/or one Deal Co-Investors Partnership. Customers registered with the Company agree to receive from time to time a Newsletter sent by the Company, it being understood that they shall have at all times the right to unsubscribe from such Newsletter and that the Company shall in no way be under any obligation to send the Newsletter to (selected) Customers.
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Passive Customer: The Company may in its discretion (without any obligation) also accept Passive Customers, i.e., persons who have applied to enter into the Agreement, as a result of their electronic acceptance of these Roundtable Platform Terms of Services but who have not adhered to any Community nor any Deal Co-Investors Partnership and who register as Customers with the expectation that they will subsequently (be invited to) adhere to one or more Communities or Deal Co-Investors Partnerships. Customers who cease to be registered with any Community or a Deal Co-Investors Partnership or who are not accepted by the Community or Partnership to which they intended to adhere may be accepted as Passive Customers by the Company. Passive Customers have no access to any Community or Partnership Account. Passive Customers may be able to see the existence of public Communities and may have the opportunity to join such public Community. The Company reserves the right to share their Customer Data, to the largest extent permitted by law (with, as the case may be the express consent of the relevant Passive Customers) and the Agreement, with Deal Leads and Admins, so that Deal Leads or Admins may decide to invite them to register with any of their Deal Co-Investors Partnerships or Communities. Passive Customers registered with the Company agree to receive from time to time a Newsletter sent by the Company, it being understood that they shall have at all times the right to unsubscribe from such Newsletter and that the Company shall in no way be under any obligation to send the Newsletter to (selected) Passive Customers.
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Electronic Registration: All Customers (Deal Leads, Potential Investors, Admins, Investors, and Passive Customers) register by following the electronic registration process made available by the Company (incl., on the Website). The electronic registration formalities and techniques (incl. identification/authentication methods) are determined by the Company in its discretion and may change from time to time. Such formalities and techniques, and the registration process in general, may vary depending on the intended status of the Customer (Admin, Deal Lead, Potential Investor, Investor, or Passive Customer). Registration as a Customer may be restricted so that e.g., only those who have received an invitation to become a Customer (invitation by the Admin or Deal Lead to adhere to the Community or a Deal Co-Investors Partnership respectively constituted or managed by that Admin or constituted by that Deal Lead, or invitation by the Company or any other person to register as a Passive Customer) shall be admissible as Customers, always subject to the Company’s approval as per Clause 3.8.
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Purpose of Registration by Admins: Admins register as such with a view to constituting or managing a Community in order, as the case may be, to enable members of that Community to share market information and expertise (incl., as the case may be Deal opportunities) and information about their investment preferences and objectives, so that any or all members of that Community be prepared to invest collectively in a Deal (in which case they shall constitute a Deal Co-Investors Partnership). Sharing an investment opportunity in a Deal with a Community is however not required as a condition of registration as an Admin or as a condition for the constitution of a Community by that Admin. For the avoidance of doubt, Customers who are registered as Admin of one or more Communities may be a member of other Communities and/or may be a Deal Lead or a an Investor of one or more Deal Co-Investors Partnerships.
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Purpose of Registration by Deal Leads: Deal Leads register as such with a view to constituting a Deal Co-Investors Partnership in order to invest in a Deal through a Co-Investment Vehicle. Sharing an investment opportunity within a Deal Co-Investors Partnership is required as a condition of registration as a Deal Lead and as a condition for the creation of a Deal Co-Investors Partnership. Customers who are registered as Deal Lead of one or more Deal Co-Investors Partnerships may be an Investor of other Deal Co-Investors Partnerships and/or may be an Admin or a member of one or more Communities.
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Purpose of Registration by Potential Investors: Potential Investors register as such with a view to (i) adhering to a Community and/or a Deal Co-Investors Partnership, (ii) sharing information on their investment preferences and objectives, and (iii) as the case may be, co-acquire Securities collectively with other members of a Deal Co-Investors Partnership through a Co-Investment Vehicle. Participating in a co-acquisition of Securities is however not required as a condition of registration in a Community and the adherence to any Community shall not be deemed to constitute a decision to co-acquire Securities. This is by contrast required for the adherence to a Deal Co-Investors Partnership. Upon receipt of payment on the relevant Bank Account of the monies payable by a Customer pursuant to a Subscription Bulletin, such Customer automatically becomes an Investor and a member of the relevant Deal Co-Investors Partnership.
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Different Communities and Deal Co-Investors Partnership: Admins, Deal Leads and (Potential) Investors may be registered as members of different Communities and Deal Co-Investors Partnerships. Any Customer may be registered as the Admin of one or more Communities, as the Deal Lead of one or more Deal Co-Investors Partnerships and/or as a (Potential) Investor in one or more other Communities or Deal Co-Investors Partnerships. Any Deal Lead who wants to constitute another Deal Co-Investors Partnership must register as the Deal Lead of that other Partnership separately in the constitution process of that other Partnership. Any Admin who wants to constitute or manage another Community must register as the Admin of that other Community separately. All data, including Customer Data, of such Deal Lead or Admin may in the Company’s discretion (without any obligation) be used and relied upon by the Company in the context of the constitution of such other Partnership or Community, with a view to simplifying the constitution of that other Partnership or Community (avoidance of duplication of data entry). Similarly, the Company may require that any Customer who wants to adhere to another Partnership or Community, or any Passive Customer who wants to adhere to a Partnership or Community, must register as a (Potential) Investor in that other Partnership or Community separately (subject to invitation as the case may be). Such additional registration may however be waived for Potential Investors in a Community or for Passive Customers who join, as Investors, a Deal Co-Investors Partnership created by the same Deal Lead as the Community to which they belong, provided that this Deal has been shared with that Community. All data, including Customer Data, of any such Customer or Passive Customer may in the Company’s discretion (without any obligation) also be used and relied upon by the Company in order to simplify that adherence process as well.
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Company Approval: The Company may refuse in its discretion to enter into any Agreement with (and register as Customer) any prospective Customer, including a prospective Deal Lead or Admin, even if such (prospective) Customer has been referred to the Company or invited by any other Customer (incl., a Deal Lead or an Admin). The Company shall not be required to justify or motivate in any way such refusal. The registration of any Customer (and the Agreement with any Customer) is effective only when such registration is confirmed electronically by the Company.
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KYC/KYB: Whether or not the Company is legally required to do so, any Customer must answer all such questions and provide all such documents or information as the Company may reasonably require from time to time (incl., at any time after the Agreement has been entered into with such Customer) in its discretion, in particular, without limitation, for the purposes of complying with the anti-money laundering and anti-terrorist financing rules that may be applicable and/or under the reasonable policies and procedures of the Company or of any other person with which the Company cooperates or on which the Company relies in the provision of the Services, to the extent that such other persons reasonably require such information and documents in order to comply with rules of mandatory application or with reasonable internal control procedures (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). Notwithstanding anything herein to the contrary, all such KYC/KYB Documentation may be copied to or otherwise shared with any authority, financial institution, or any other person with which the Company cooperates or on which the Company relies in the provision of the Services, to the extent that such other persons reasonably require such information and documents in order to comply with rules of mandatory application or with reasonable internal control procedures.
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Investment Preferences: The Company may also require at any time (prospective) Customers to answer an electronic questionnaire relating to their investment preferences (sector, business model, geography, etc.). Such Customer Data may be used by the Company or shared with third parties (in particular Deal Leads or Admins) for commercial purposes only, to the extent permitted by applicable law (incl., as the case may be, with the Customers' express consent) and this Agreement, and shall in no way be used by the Company (or any Deal Lead) for the purpose of making personalised investment recommendations constituting investment advice.

4 - Constitution of communities

Admin Initiative: 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 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. The registration process of the Admin as a Customer, as per Clause 3, and the constitution process of a Community may be merged in whole or in part by the Company. 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.
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Co-Admins: 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.
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‍Community with no Deal: 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 Co-Investors Partnership, and they shall register (as Deal Lead or Investors as the case may be) separately in relation to that Deal Co-Investors Partnership, as provided in Clause 3.

5 - Constitution of Deal Co-Investors Partnerships

Deal Lead Initiative: Any Deal Co-Investors Partnership is gathered, formed, and constituted by a prospective Deal Lead on such Deal Lead’s own motion. A Deal Lead may use the electronic communication tools inherent in the Services (incl. emails powered by the Platform) to invite prospective Investors to register with a Deal Co-Investors Partnership created by that Deal Lead 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. The registration process of the Deal Lead as a Customer, as per Clause 3, and the constitution process of a Deal Co-Investors Partnership, may be merged in whole or in part by the Company. A name may (but will not necessarily in all cases) be assigned to the Deal Co-Investors Partnership in its constitution process, and a Partnership 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 Deal Co-Investors Partnership contemplated by that Deal Lead.
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‍Co- Deal Leads: The Deal Lead who initiates the constitution of a Deal Co-Investors Partnership may authorise one or more other Investor(s) of that Community to act as co-Deal Lead(s) of that Deal Co-Investors Partnership. Each such co-Deal Lead(s) constitute(s) a Deal Lead within the meaning of the Agreement. References made herein to a Deal Lead of a Deal Co-Investors Partnership shall be deemed to constitute references to any and all Deal Leads of that Partnership collectively. The co-Deal Leads 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 Deal Co-Investors Partnership, implying different levels of powers and liabilities for the co-Deal Leads, and (ii) unless determined otherwise in such governance rules, the initial Deal Lead shall have the right at any time to terminate the appointment of any co-Deal Lead, or to change/restrict the powers and authorisations of the co-Deal Leads.

6 - Rules common to Communities and Partnerships

Customers registered with several Communities or Deal Co-Investors Partnerships: Customers acknowledge and accept that all members of any Community or Deal Co-Investors Partnerships remain free to constitute or be a member of other Communities or Deal Co-Investors 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 or Deal Co-Investors Partnerships nor (ii) that they shall have the right to adhere to the same other Communities or Deal Co-Investors Partnerships as the other Customers in their Community or Deal Co-Investors Partnerships. ‍
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Communications within a Community or a Deal Co-Investors Partnership: Without limitation to the authorisation contemplated in Clause 3.10, Customer registered with a Community and/or a Deal Co-Investors Partnership also authorise the respective Admin(s) or Deal Lead(s) to use the Services in order to provide them with information on the Community or Deal Co-Investors Partnership, on a Deal, and any other information that may reasonably be considered as being of interest for the Community or Deal Co-Investors Partnership. Such information or communication shall at no time constitute recommendations constituting investment advice. Neither the Company nor any Admin or Deal Lead are however bound to provide any information at any determined interval, and such information may vary depending on the Customers, including Customers in the same Community or Deal Co-Investors Partnership. No Admin is in particular bound to propose any Deal to any Community.
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Company or Customer Assistance: Neither the Company or any other Customer is bound to assist any Admin or Deal Lead in any way in constituting their respective Communities or Deal Co-Investors Partnerships, except that the Company shall, through the Services, provide registration formalities for Customers who wish to become registered members of a Community or a Deal Co-Investors Partnership, and communication tools with Customers identified by the Admin or Deal Lead. Notwithstanding the above, nothing prevents the Company from offering any assistance from time to time in gathering Deal Co-Investors Partnerships or Communities, e.g., by (i) sharing contact details of other Customers (incl. Passive Customers) in compliance with the Agreement and applicable data privacy rules as the case may be, and/or (ii) dispatching messages from a Deal Lead or Admin to certain Customers outside the Deal Co-Investor Partnership formed by that Deal Lead or the Communities of which that Deal Lead is the Admin. The Company may subject such additional Services to additional agreements and fees. In any case, the Company may refuse to disclose to the Deal Lead, the Customer Data of Customers outside the Deal Co-Investors Partnership formed by the Deal Lead or Communities of which that Deal Lead is the Admin, and receiving such messages.
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‍Communications Powered by the Company: Any communication dispatched through the Services and powered by the Platform may be labelled 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 by the Admin or Deal Lead, they shall remain exclusively responsible, at the full discharge of the Company, for that communication and its contents.
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‍Customer Adherence: The adherence of any Customer to any Community or Deal Co-Investors Partnerships results from (i) that Customer's acceptance of the relevant Admin’s or Deal Lead’s invitation to join that private Community or Partnership, (ii) that Admin’s or Deal Lead’s acceptance of such Customer's application to join that Community or Partnership, and, (iii) as far as Deal Co-Investors Partnerships are concerned, of the relevant Deal Lead’s acceptance of the Customer’s relevant Commitment Form. The adherence to a Community or Deal Co-Investors Partnership is open to Customers only. Without prejudice to the Customer’s right of withdrawal, no Customer (other than the relevant Admin or Deal Lead) may oppose the adherence of any other Customer to any Community or Deal Co-Investor Partnership.
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‍Limitation of Communities: The Company may (without any obligation) limit the number of Customers per Community or Deal Co-Investors Partnership, or the number of email invitations that may be sent via the Website to constitute a Community or a Partnership. 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) and Deal Lead’s exclusive responsibility to determine the number of (prospective) Customers that such Deal Lead may invite (through the Services, incl. the email service inherent therein, or otherwise) to join a Community or Partnership 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 or Partnership, shall comply with all applicable rules in all the countries where the Customers are based.
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‍Company & Deal Lead Approval: 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 Deal Lead of the relevant Deal Co-Investors Partnership or the Admin of the relevant Community. The (i) Company and (ii) Deal Lead or Admin may refuse such registration in their discretion, even if the Customer already belongs to another Deal Co-Investors Partnership (incl. a Partnership created by the same Deal Lead) or another Community (incl. a Community created by the same Admin). The Company and the Deal Lead or the Admin shall not be required to justify or motivate in any way such refusal. The registration shall be confirmed electronically to the Customer. By derogation to the above, any Customer who has been invited to adhere to a Deal Co-Investors Partnership by its Deal Lead or a Community by its Admin may (but shall not necessarily) be deemed accepted by those respective Deal Lead and/or Admins, provided that the Customer fulfills all the conditions set by the Company and/or the Deal Lead or Admin in their discretion in order to be an admissible member of those respective Deal Co-Investors Partnership or Community (nationality, residence, age, minimum commitment to a Deal, investor qualification, etc.).

7 - Conditions of Services

Scope of Services: The Services shall be as described herein (and in the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services) or on the Website. The scope of Services to be provided to any Customer may depend on the type of subscription for which the Customer has opted. The Services and the functions of the Website may vary from time to time in the Company’s discretion (e.g., as result of New Features), as long as they continue substantially to have at least the same functions and to serve at least the same purposes for the Customer, as the Services in force at the time of entering into the Agreement.
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Suitable Services: The Company does not warrant that the Services are suitable for the purposes of the Customer, and that the Services shall meet with the Customer’s requirements and expectations. The Customer must make his/her/its own independent assessment of the suitability of the Services to its goals and situation.
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Lawful Use: 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. Any Customer (and any Deal Lead or Admin in particular,) acknowledges that the use of the Services, or any Co-Investment Vehicle, may constitute regulated investment services, depending on the factual circumstances in which the Services and/or any Co-Investment Vehicle, are used and on how they are used. The Company cannot therefore make or give, and does not make or give, any representation or warranty that compliance with the Agreement will be sufficient to avoid the provision of any regulated investment service. In case of doubt as to the lawfulness of any use of the Services and/or any Co-Investment Vehicle, Customers must seek independent legal advice to make sure that their intended use shall comply with all applicable laws. The Company may but is not bound to monitor compliance of any Customer with applicable laws. The Company may suspend or restrict the Services, in whole or in part, if, in its reasonable opinion, the use of the Services does not comply with applicable laws.
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Payments: No Customer shall require or accept payments from any other Customer, including members of the same Community or Deal Co-Investors Partnership, in relation to their co-acquisition of Securities or otherwise in furtherance of the Agreement.
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No Investment Advice: No proposal or invitation to co-acquire Securities shall constitute an investment recommendation. It shall not be based on any assessment of the suitability of the Securities or the Deal for each Customer, even if the Deal is proposed based on the investment preferences stated by Customers. No investment proposal or invitation in respect of any Deal shall be based on the assessment of the personal situation, experience, wealth, or risk aversion of any Customer. Each Investor shall make a personal and independent assessment of the merits of the Deals and shall decide to co-acquire Securities under their full and exclusive responsibility. The Customer is aware that the co-acquisition of Securities through the Services shall present a high level of risk (with potentially a total loss of the acquisition price), including a high illiquidity risk.
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No Deal Endorsement: The Company does not assess or filter investment proposals in any Deal in any way. The role of the Company consists exclusively in providing electronic communication tools among Customers, and in assisting Communities to constitute and operate a Co-Investment Vehicle. Such Services do not in any way constitute an endorsement or recommendation of any Deal. The Company shall therefore not be liable for the financial losses of Customers resulting from any co-acquisition of Securities.
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No Legal Advice: The Company does not make or give any representation or warranty on any rule of law, to any Customer. The Company is not bound to control, and shall assume no liability for, the form and content of messages dispatched among members of a Community or of a Deal Co-Investors Partnership through the electronic communication tools inherent in the Services.
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Deal Refusal: Without limitation to the generality of the above, the Company may in its discretion refuse the Services in relation to any Deal or in relation to a Co-Investment Vehicle which is not constituted through the Services and in accordance with the Co-Investment Vehicle Documentation. For the avoidance of doubt, the fact that the Company accepts to provide Services in relation to a Deal or a Co-Investment Vehicle may not operate and be construed as a waiver of, or derogation to, Clause 7.6.

8 - Use of Software & Website

License: For the purposes of providing the Services, and for no other purpose, the Company grants to the Customer a non-exclusive license to access and to use the Software, with no geographical restriction, as such Software shall be made available from time to time on the Website and the Partnership and/or Community Account, in accordance with the provisions hereof. The Customer may not sub-license, assign to, or share the license with any person and for any reason, except that the Deal Lead of any Deal Co-Investors Partnership or the Admin of any Community may authorise the use of such Software by the Customers registered with that Deal Lead’s Deal Co-Investors Partnerships or that Admin’s Communities.
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Commercially Reasonable Efforts: The Company makes no representation and gives no warranty that the Software underlying the Platform is error free. The obligation of the Company is limited to making commercially reasonable efforts (obligation of means) to make sure that the Software operates as expected and constitutes a reasonably dependable tool for the provision of the Services. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimises errors and interruptions in the Services. Services may however be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control. The Company shall use reasonable efforts to provide advance notice of any scheduled service disruption.
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Access to Partnership Account or Community Account: Customers registered as members of any Deal Co-Investors Partnership or of any Community shall have access to that Partnership or Community Account of that Partnership or that Community. No other person, except the Company (and certain service providers to the Company) and then solely for the purposes of providing the Services, shall have any permission to access that Partnership or Community Account. The access to any Partnership or Community Account is restricted to Customers who have received from the Website, with the consent of the relevant Deal Lead or Admin, appropriate identification tools (via logins, passwords or any other electronic identification method determined by the Company, and which may vary from time to time). Any Partnership or Community Account is administrated by the Deal Lead(s) of that Deal Co-Investor Partnership or by the Admin(s) of that Community. Such Deal Lead(s) and Admins may delegate certain authorisations to Customers registered with that Deal Co-Investor Partnership or with that Community to enter information or make other changes in that Partnership or Community Account. The scope of the authorisations may vary from one Customer to another. The Company may record any activity of any Customer in any Partnership or Community Account, and share the information so recorded with the Deal Lead(s) of that Deal Co-Investors Partnership or with the Admin(s) of that Community, as the case may be.
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Technical Safeguards by Customer: The Customer shall be responsible for obtaining and maintaining any IT equipment and ancillary services (incl. a good internet connection) needed to connect or access to, or to otherwise use the Software and the Services inherent therein, including, without limitation, modems, hardware, servers, software, operating systems, and internet connection. The Customer shall also be responsible for maintaining the security and integrity of such equipment and of the Partnership or Community Account and the identification tools passwords pertaining to the Partnership or Community Account.
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Customer Data: The use of the Software does not operate or imply any transfer or assignment in any form of title to the Customer Data which is and shall always remain the property of the Customer. The identity of a (Potential) Investor may be shared with all other Customers who are members of the same Community.
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New Features: The Company shall not be bound to develop any New Features or to offer any new service. The Company shall not be bound either to accept to make any development specific to and requested by any Customer. The use of New Features may be subject to additional Fees, not mentioned in the Agreement.
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Support: The Company shall provide Support to the Customer during normal business hours. Support shall be requested by initiating a helpdesk ticket via email at contact@roundtable.eu or any other means indicated on the Website (or in the Partnership or Community Account). The Company will use commercially reasonable efforts to respond to all tickets within three (3) Business Days. For the avoidance of doubt, questions which are not technical in nature and which relate e.g., to the operation of Co-Investment Vehicles, shall not be part of the Support. The Company shall not be bound to answer all such questions but shall endeavour to do so as soon as reasonably practicable and only if they are raised by the Deal Lead. The Deal Lead of any Deal Co-Investors Partnership should inform the members of that Partnership that all questions that are not technical in nature and that do not relate to the operation of the Website or the Partnership Account, should be addressed to such Deal Lead and not to the Company.

9 - Fees

The creation of any Community is free. The registration of any Customer as a Passive Customer or as a member of any Community, as a (Potential) Investor is also free. This is without limitation to the fees contemplated in the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services in relation to the Services described therein.

10 - Term, Termination & Withdrawal from Communities and Partnerships

Effectiveness: Without limitation to the rights of the Company under Clause 3.8, the Agreement becomes effective between the Company and any Customer, upon the adherence of such Customer to these Terms of Services. The Agreement becomes effective among Customers who are members of (or apply to) any Community and/or Deal Co-Investors Partnership as soon as such the process for constituting such Community and/or Deal Co-Investors Partnership is launched as provided in Clauses 4 and 5.
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Withdrawal from Community: Customers, including co-Admins but excluding the initial Admin who formed the Community, may withdraw from any Community at any time in accordance with the technical features available on the relevant Community Account. The Customer who withdraws from a Community shall remain a member of (i) all the Deal Co-Investors Partnerships and (ii) the other Communities to which such Customer belongs unless such Customer also separately withdraws from each such other Deal Co-Investors Partnerships and/or Communities. Customers (excluding the Initial Admin of a Community) may also terminate the Agreement at any time and without notice in accordance with the technical features available on the Website. Withdrawal from a Community or the termination of the Agreement by a Customer shall be without prejudice to the rights and obligations inherent in such Customer’s Shares in Co-Investment Vehicles, its registration with one or more Deal Co-Investor Partnership or resulting from the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services.
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Dissolution of a Community: 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 Co-Investors 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 and as the case may be Passive Customers unless they elect to terminate the Agreement with the Company as per Clause 10.6.
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Withdrawal from a Deal Co-Investors Partnership: Customers may withdraw from any Deal Co-Investors Partnership at any time in accordance with the technical features available on the relevant Partnership Account. The Customer who withdraws from a Deal Co-Investors Partnership shall remain a member of (i) the other Deal Co-Investors Partnerships and (ii) the Communities to which such Customer belongs unless such Customer also separately withdraws from each such other Deal Co-Investors Partnerships or Communities. Withdrawal from a Deal Co-Investors Partnership or the termination of the Agreement by a Customer shall be without prejudice to the rights and obligations inherent in such Customer’s Shares in Co-Investment Vehicles, its registration with one or more Deal Co-Investor Partnership or resulting from the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services
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Deal Lead Withdrawal: By derogation to the above, no Deal Lead of any Deal Co-Investors Partnership may terminate the Agreement and withdraw from that Deal Co-Investors Partnership as Deal Lead for as long as such Co-Investment Vehicle exists. This shall not apply to Co-Deal Leads.
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Effect of Termination: Upon termination of the Agreement with any Customer, such Customer shall cease to be a member of any Community and Deal Co-Investors Partnership and all Services to such Customer shall be discontinued, including the right of access of that Customer to Partnership or Community Accounts. In addition, if the terminated Customer is a Deal Lead of any Deal Co-Investors Partnership, and if there is no other Deal Lead for that Deal Co-Investors Partnership, such Deal Co-Investors Community shall be dissolved, and all Partnership Accounts pertaining to such Deal Co-Investors Partnership shall be terminated. The Deal Lead shall, at the full discharge of the Company, be exclusively liable to the Investors in such Deal Co-Investors Partnerships for any damage that may result from the dissolution of such Deal Co-Investors Partnerships and the termination of such Accounts and of the Services inherent therein.
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No Impact on Vehicle: The withdrawal of any Customer from any Deal Co-Investors Partnership, the termination of the Agreement with any Customer, or the dissolution of any Deal Co-Investors Partnership, shall have no impact on the Co-Investment Vehicle pertaining to that Deal Co-Investors Partnership. The right to withdraw from a Co-Investment Vehicle, the right to receive payments/reimbursements from such a Vehicle, or the dissolution of such a Vehicle, shall remain subject to the laws applicable to that Vehicle and to the provisions of the Co-Investment Vehicle Bylaws.

11 - Customer Data Protection

Insofar as necessary, the Customer acknowledges and accepts that their 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 certain service providers to the Company, 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, and/or to the extent required by law. The Customer authorises the Company to copy and share with/transfer to such service providers the Customer Data if and to the extent required for such purposes.

12 - Liability

Interruptions of Services: The Company shall assume no liability for interruptions of the Services resulting from (i) events of force majeure, (ii) any error or negligence of Customers, or (iii) occurring in the normal course of business (including for the maintenance of the Software or because of Software bugs) except if it is demonstrated that such interruptions were caused by the gross negligence of the Company. As a result, and without limitation to the generality of the above, the Company shall assume no liability for damages resulting from (i) the destruction/deletion by a Customer of any data used by the Software, (ii) any operation (incl. any download, falsification or deletion or data, etc.) on any Partnership or Community Account by any person using a valid login and password (or other identification method determined by the Company), (iii) any delay in setting up Partnership or Community Accounts due to the late communication to the Company by a Customer of all required information, or (iv) difficulties or impossibility for the Customer to access Partnership or Community Accounts caused by flaws in the IT equipment or the internet connection of such Customer.
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Exclusion of Certain Damages: The Company shall not be liable for any damages to any Customer resulting directly or indirectly, in whole or in part, from the non-performance by any Customer of such Customer’s obligations under the Agreement (e.g., in particular, an unlawful use of the Services and of the Platform). Without limitation to the above, the Company shall not be liable to any Customer for damages of any nature that may result from the use of the Services by any Customer in violation of any securities or other laws in any country.
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Limitation of Liability: In any case where the Company may be held liable, its liability shall be (i) limited to the amount of the damages which were foreseeable and which are actually incurred directly by the Customer (and the Customer only), with the express exclusion of indirect or consequential damages, such as, e.g., damages resulting from the loss of prospective profits, loss of data, or reputational harm, and (ii) capped in any event in the amount of the insurance coverage of the Company, if any, as may vary from time to time, and as shall be indicated on the Website. This cap has been determined in consideration for the free nature of the Services.
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Indemnification Obligation of Customers: Each Customer shall indemnify the Company and any other Customer for the damages, including reputational losses or damages, which result from a breach of the Agreement, and in particular, without limitation, if such Customer uses the Services for unlawful purposes or in an unlawful manner.
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Incorrect Information: Neither the Company or any Deal Lead may be liable for damages resulting directly or indirectly from the absence of answers to the questions referred to in Clause 3.10, or of incorrect answers to such questions. Outdated answers shall be deemed to be incorrect answers for the purposes of this Clause.

13 - Intellectual Property

No Transfer of Title: The use of the Software does not operate a transfer of any intellectual property of the Company over the Software, including New Features, the Partnership or Community Account or any component thereof. The Customer acknowledges that such intellectual property is and shall remain the property of the Company, and irrevocably waives any right that it may have to claim any title to, interest in, or right on such property of the Company. All notices, labels, logos, visual or other marks, including the "Roundtable" trademark and logo pertaining to the Services, the Software, the Website or the Community Account is and shall at all times remain the exclusive property of the Company. The Customer may not use, reproduce, or remove any such proprietary notices, labels, logos, or other marks without the Company's authorisation, or claim any title to, interest in, or right thereon.
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No Alteration or Reproduction: The Customer may therefore not, directly or indirectly (i) (attempt to) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to or inherent in the Software, the Partnership or Community Account, or the documentation or data relating thereto, or (ii) (attempt to) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by the Company or the Agreement).
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Protection Against Infringements: The Customer shall not allow or tolerate the use of the Software and the access to any Partnership or Community Account, by any person other than the relevant Admin(s) Deal Lead and (Potential) Investors in such Deal Co-Investors Partnership or Community. The Customer shall forthwith report to the Company any attempt of any such use or access by unauthorised person as soon as it becomes aware of or has reasons to suspect, any infringement of the Company's rights.

14 - Miscellaneous

Entire Agreement: Without limitation to Clause 2.4 (incorporation herein of the Roundtable Deal by Deal Co-Investment Vehicle Terms of Services by way of reference), the Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof.
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Assignment: 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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Amendment: The Customer acknowledges that the Company may amend these Roundtable Platform Terms of Services subject to a twenty (20) Business Days prior notice. Notice is not required if the amendment is of minor importance, advantageous to the Customer, or required by law. If the Customer does not agree with the amended terms, the Customer may be entitled to terminate the Agreement in accordance with Clause 10.
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Severability: If any provision in this 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 this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected. In such a case, each Party shall use his/her/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 provision(s) which is/are, in whole or in part, illegal, invalid or unenforceable.
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No Waiver: No failure or delay by the Company to exercise any right or remedy under this Agreement shall be considered as a waiver of such right or remedy, or any other right or remedy under this Agreement. Partial exercise by the Company of any right or remedy under this 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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Archiving & Proof: Information stored by the Company (including electronic records of activities on Community Accounts) may serve as evidence of all transactions between the Company and the Customer (or among Customers) until proven otherwise, in the same way as signed original written paper documents. In case of dispute among Customers, the Company may (with no obligation) share with such Customers its electronic records of the relevant Partnership or Community Accounts.
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Confidentiality: All information made available to Customers, including information on the Company, the Services, any Target, any Co-Investment Vehicle, any Co-Investment Vehicle Documentation, or any Deal, posted on Partnership or Community Accounts, by the Company or any Deal Lead or Admin, or otherwise dispatched by or through the Platform, (incl. emails powered by the Platform, and information shared with Potential Investors about a possible Deal) shall, unless posted publicly on the Website or elsewhere by the Company or the relevant Deal Lead or Admin, constitute strictly confidential information. 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 Community or a Deal Co-Investors Partnership, to members of that Community or Partnership respectively. Each Customer shall keep the Company and the other members of such Customer's Community (incl. the Admin(s)) or Deal Co-Investors Partnership (incl. the Deal Lead) 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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Applicable Law & Forum: 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. The Parties 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.

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