In these Roundtable Platform Terms of Services, the following terms (whether in singular or plural form) shall, when capitalised, have the following meaning:
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.
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.
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.
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.
Associates: means, in relation to a Co-Investment Vehicle, the Deal Lead, the Investors, and the Partner.
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.
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.
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.
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.
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.
Community: means a group of several Customers gathered, formed and constituted by one or several Admin(s), who are registered as such by the Company through the Website as members of that Community.
Community Account: means, in respect of each Community, the IT environment in the form of a confidential web page accessible through the Website, which is dedicated to a Community, and accessible by members of that Community via a dedicated URL with any major web browser, and in which the members of that Community can store, access, share, and process information and documents constituting or relating to the Community, 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.
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.
Deal: means the co-acquisition of Securities in a Target.
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.
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.
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.
KYC/KYB Documentation: has, in respect of any Customer, the meaning set out in Clause 3.9.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
Support: means the technical assistance to the Customer in relation to the operation of the Platform.
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.
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.