Roundtable
Deal by Deal
Terms of Service

Last updated: 12 September, 2024

1 - Definitions

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

In these Roundtable Deal by Deal Terms of Services, the following terms (whether in singular or plural form) shall 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.‍

Associates: means, in relation to a Co-Investment Vehicle, 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 its 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 Representative (if any), 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.

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 and/or shareholders agreement, provided as part of the Deal by Deal Services for the constitution and management 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.

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. The Target may also be qualified as a Deal Lead, and consequently as a Customer, if the Co-Investment Vehicle is set-up at the initiative of the Target.‍

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 (anticipated) co-acquisition of Securities in a Target, organized through the creation of Deal Partnership and/or the constitution/allocation of a Co-Investment Vehicle for such co-acquisition.

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

Deal Lead: means the person (including the Target or its legal representative) who enters into this 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, it being specified that the Deal Lead may be a Deal Representative once the Co-Investment Vehicle is assigned/constituted but shall not necessarily be such a Deal Representative (where the Deal Lead is the Target or its legal representative).

Deal Partnership: means, in respect of any Deal, the partnership formed by the (potential) investors of the relevant Deal (each having access to the Deal Account) with a view to organize in such Deal and which shall result in the constitution or allocation of a Co-Investment Vehicle.

Deal Representative: if any, 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 joint power and authority (but no other power and authority) to represent the Co-Investment Vehicle (and its Associates) in all dealings regarding the Target.

Fees: means the fees payable for the Deal by Deal Services (excl. Additional Services, in respect of which a remuneration is to be agreed separately on a case-by-case basis).

Initial Services: means the services described in Clause 4.1.

Investor(s): means in relation to a Co-Investment Vehicle, the Customers who have subscribed to the Agreement and have committed to invest in that Vehicle by executing a Commitment Form or have signed a Subscription Bulletin in relation to that Vehicle, it being specified that the Deal Lead may be an Investor or not.

KYC/KYB Documentation: has, in respect of any Customer, the meaning set out in Clause 3.2.

On-Going Services: means the services described in Clause 5.1.

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.

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.

Deal by Deal Services: means, collectively, the the Initial Services, and the On-Going 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.‍

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 (subscription or acquisition of) Securities.

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 (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.

Target: means a company in which the Co-Investment Vehicle is to invest or has invested pursuant to its purpose clause, through the acquisition/subscription of Securities.

2 - Constitution of and adherence to a Deal Partnership

Any Deal 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 Platform Services (incl. emails powered by the Platform) to invite prospective Investors to register with a Deal 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.
A Deal Account is created by the Company on the Platform as soon as reasonably practicable after the Company has accepted the Deal Lead in that capacity and the constitution of the Deal Partnership contemplated by that Deal Lead, it being specified that the Company shall retain full discretion in the decision to accept or not such Deal Partnership or such Deal Lead.
The Deal Lead who initiates the constitution of a Deal Partnership may authorise one or more other Investor(s) of that Partnership to act as co-Deal Lead(s) of that Deal 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, but 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.
Customers join the Deal Partnership upon the invitation of a Deal Lead, subject to the Customer’s acceptance to join such Deal Partnership. The adherence of any Customer to any Deal Partnership results from that Customer's acceptance of the relevant Deal Lead’s invitation to join that private Partnership. The adherence to a Deal Partnership is open to Customers only. The Customer is automatically excluded from the relevant Deal Partnership once (i) the Commitment Form it submitted has been rejected by the Company or by the Deal Lead or (ii) the Customer has failed to timely submit a Commitment Form.
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 and will not directly or indirectly help the Deal Lead to find (prospective) Investor, and the Company does and will not in any way advertise or recommend any Deal to any (prospective) Investor.
The Deal Lead shall not invite more than 149 prospective Investors to the Deal Partnership, per member state in the European Union. 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.
To invite prospective Investors to the Deal Partnership, 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.
Customers invited to join a Deal Partnership shall have access to the Deal Account of such Deal Partnership unless they decided not to invest in such Deal. In these circumstances, the Customer shall no longer have access to the Deal Account once the Co-Investment Vehicle is constituted or assigned to the Deal.
Provided that they have been accepted as customer by the Company, Customers having validly completed a Commitment Form shall subsequently receive an invitation to sign a Subscription Bulletin to execute their investment in a Co-Investment Vehicle.
The (electronic) execution of a Subscription Bulletin requires payment on a Bank Account of the amount that is committed under any Subscription Form within a delay specified in that Subscription Bulletin.
After the execution of a Subscription Bulletin and the constitution or capital increase of the Co-Investment Vehicle, the Investor shall have the rights and obligations set forth in the Co-Investment Vehicle Bylaws. In case of discrepancy between the Co-Investment Vehicle Bylaws and these Terms, the former shall prevail.
Customers acknowledge and accept that all members of any Deal Partnership remain free to constitute or be a member of other Deal Partnership 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 Deal Partnership nor (ii) that they shall have the right to adhere to the same other Deal Partnerships as the other Customers in their Deal Partnerships.
Any Customer having joined (or accepted to join) a Deal Partnership consents that its Customer Data (including its first name, last name, email address and phone number) may be shared by the Company to the Deal Lead of that Deal Partnership. This transfer is necessary to enable the Deal Lead to communicate with the Customers in the Deal Partnership it leads.

3 - Obligations of the Customer as a member of the Deal Partnership

Without prejudice to the obligations set forth in the Co-Investment Vehicle Bylaws, the Customer shall be bound to comply with the obligations set forth in these Terms (including, without limitation, the Roundtable Platform Terms of Services).
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).
The Company may refuse in its sole 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.
The Commitment Form submitted by a Customer who has been refused by the Company shall be deemed null and void and shall be given no effect. Any payment made under such Commitment Forms (or Subscription Bulletins) shall be returned to the payer as soon as reasonably practicable.
There must be an 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 creation of a Deal Partnership automatically entails an Agreement between the Deal Lead, the Company and the Investors in that Deal Partnership. 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 entering into a new Agreement in respect of any new Deal.
The Investors and the Deal Lead recognize that the Company is not a crowdfunding platform and is not intended to be used as such. Instead, each Deal Partnership is private by nature. Consequently, the Investors and the Deal Lead shall refrain from:
1. Publicly posting about the Deal or Deal Partnership on social media, especially by inviting people to join or request to join such Deal Partnership;
2. Mentioning Roundtable (or posting screenshot of the Platform) on social media in relation to a specific Deal Partnership or Deal.
Each Customer 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 acknowledges 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.
The Customer shall refrain from using the Deal by Deal 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.
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.
As long as the Customer is an Associate of the Co-Investment Vehicle, he shall remain a member of the associated Deal Partnership and Deal Account. Conversely, once the Customer is no longer an Associate of the Co-Investment Vehicle, he shall no longer have access to the Deal Partnership nor the Deal Account.

4 - Co-Investment Vehicle Initial Services

At the request of the Deal Lead, the Company shall:
1. provide the hyperlink and access to the website referred to in Clause 2.3;
2. collect the KYC/KYB Documentation of any Customer;
3. record the amount which any Customer intends to make in the proposed Co-Investment Vehicle through the individual submission of a Commitment Form;
4. propose a name for the Co-Investment Vehicle;
5. provide a Deal Account for the proposed Deal;
6. prepare and provide to the Deal Lead and the Investors, on the basis of the information collected pursuant to the above Clauses, the Co-Investment Vehicle Bylaws for the purposes of the contemplated Co-Investment Vehicle, including the Subscription Bulletins to be executed by the Investors;
7. arrange the opening of the Bank Account if and when required;
8. collect signed versions of Subscription Bulletins of the Investors, if and when required;
9. require and collect payments to the Co-Investment Vehicle to the extent and when such payments are due pursuant to the Subscription Bulletins, or as the case may be, pursuant to the Co-Investment Vehicle Bylaws or other contractual documentation;
10. procure (i) the appointment of at least one and maximum two Partner(s) as a corporate body(ies) of the Co-Investment Vehicle as may be required by the Co-Investment Vehicle Bylaws, and (ii) the acceptance of such appointment by the relevant Partner(s);
11. host or procure a Registered Office for the Co-Investment Vehicle;
12. arrange the filing or registration of the Co-Investment Vehicle and/or the Co-Investment Vehicle Bylaws with any register or authority if such filing or registration is required by applicable law as a condition for the valid (and effective vis-vis third parties) constitution, incorporation, or existence of the Co-Investment Vehicle; and
13. do such other things as may be reasonably or legally required for the completion of the process of constituting the Co-Investment Vehicle.

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. During or 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.
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.
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, and after receipt of the in the Bank Account of all payments that were committed by them in their Subscription Bulletin or in the Co-Investment Vehicle Bylaws or other contractual documents.
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.

5 - Co-Investment Vehicle On-Going Services

The provision of the Initial Services referred to under Clause 4.1.6 and subsequent shall entail the provision of the On-Going Services as detailed below:
1. make sure that payments to be made for the acquisition of the Securities pursuant to the Shareholder Agreement are made in due time on behalf and for the account of the Co-Investment Vehicle;
2. operate the Bank Account if and when needed for the purposes of the Services;
3. provide for the administrative operation of the Co-Investment Vehicle, only to the extent that such administration is required for the valid continuation of the existence of the Co-Investment Vehicle or instructed by the Co-Investment Vehicle Bylaws;
4. keep the books and documents of the Co-Investment Vehicle, and prepare the annual or the other accounts or reports of the Co-Investment Vehicle in accordance with applicable law and the Co-Investment Bylaws;
5. convene, organize and provide facilities (incl. online/electronic facilities if the Company so elects) for, the general meetings of the Co-Investment Vehicle, to the extent that such meetings are required by law or the Co-Investment Vehicle Bylaws;
6. provide the administrative support (e.g., secretariat, organization of the vote and collecting the results of the votes) in such general meetings, including through electronic/online facilities if the Company so elects;
7. prepare and keep a register of the minutes of any meeting or resolutions, of any corporate body of the Co-Investment Vehicle, to the extent required by law or the Co-Investment Vehicle Bylaws;
8. continue to host or procure a Registered Office for the Co-Investment Vehicle;
9. dispatch (by email or online on a website) communications among Associates, including communications from/to the Partner(s);
10. pay the on-going administrative/operation costs of the Co-Investment Vehicle (e.g., official publication expenses) incurred in the ordinary course of business of the Co-Investment Vehicle, it being specified without limitation that (i) any tax liability and (ii) any costs or expenses related to the making of an investment in a foreign jurisdiction (i.e. a jurisdiction different than that where the Co-Investment Vehicle is incorporated) shall be borne by the Co-Investment Vehicle and/or the Investors and/or the Deal Lead;
11. make sure that a Partner represents the Co-Investment Vehicle for the purpose of entering into any agreement pursuant to which the Co-Investment Vehicle shall dispose of all the Securities;
12. arrange for the collection on the Bank Account of any monies owing to the Co-Investment Vehicle in respect of the Securities, and transfer such payments as soon as reasonably practicable to the Investors in the manner and proportion determined by the Co-Investment Vehicle Bylaws, it being expressly agreed that (i) no Service may be construed as a warranty that the sums owing to the Co-Investment Vehicle shall effectively be paid in due time and completely to the Co-Investment Vehicle, (ii) the Company shall in no way be liable to distribute payments in excess of what has effectively been paid to the Co-Investment Vehicle in respect of the Securities (it being expressly specified that the Company shall not be responsible nor liable for the recollection of any withholding tax) and (iii) this On-Going Service shall not be provided in respect of more than one distribution of the proceeds resulting from the disposal of Securities (i.e., if the Securities are disposed of in more than one transaction, the processing of the distributions of the proceeds resulting from the second and any subsequent transaction will trigger one or more Additional Services); and
13. organize the dissolution of the Co-Investment Vehicle in due time after the Co-Investment Vehicle has permanently ceased to hold any Securities and no longer expects any payment in respect of the Securities previously held, provided that these circumstances occur within the term mentioned in Clause 4.2.
The On-Going Services are provided to the Co-Investment Vehicle. 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.
The On-Going Services shall be provided for a period of 7 (7) 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.
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.

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6 - Excluded & Additional Services

For the avoidance of any doubt, the Deal by Deal Services shall not include any service other than those expressly stated herein as Initial or On-Going Services, and shall for example not include (without limitation):
1. the sourcing of any Deal;
2. the representation of the Co-Investment Vehicle (or the Associates) in any litigation, or the assistance of any of them in the management of any claim of any nature;
3. the disbursement of any cost of any nature (incl. legal fees) relating to the operation of the Co-Investment Vehicle and its transactions (incl. translation fees, registration fees in foreign jurisdictions, etc), except as provided in Clause 4.1.10, nor the disbursement of any costs of any nature (incl. tax liability) relating to the Investors’ participation in the Co-Investment Vehicle or holding, transfer or other operations on the Shares ;
4. any tax advice to any Customer regarding the tax situation of a Customer resulting from an investment in a Co-Investment Vehicle;
5. any reporting (in general, e.g., for the collectivity of the Associates, or tailored to the needs or requests of any Customer) concerning the Co-Investment Vehicle or the Securities, even if such reporting is required or useful in order to enable a Customer to satisfy certain reporting or tax obligations in any country;
6. any negotiation, review or advice on the Shareholder Agreement;
7. the participation or interference in the negotiations relating to the assignment of the Securities by the Co-Investment Vehicle.
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 (for example, a dividend distribution), (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 (e.g. through a partial transfer of the Securities or through a secondary transaction on the Shares), or (iii) or when more than one distribution must be made to the Associates as a result of the disposal of Securities or a dividend distribution paid by the Target (e.g., when there are different partial assignments of Securities by the Co-Investment Vehicle). Such services are subject to an additional fee, which is further detailed at Clause 10.
Any Additional Service must be subject to an express and prior agreement in writing with the Company.

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7 - The Partner(s) & the Deal Representative

Partners shall be appointed to act as the corporate bodies of the Co-Investment Vehicle. There shall be a minimum of one and a maximum of two Partners, depending on the requirements of the Co-Investment Vehicle Bylaws. ‍
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.
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 but may be higher than that. It may also subscribe to preferential Shares. 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 (at least) one (preferential) Share and pay for that subscription as mentioned above.
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 exercise 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.
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.
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 and the Investors (but excluding the Company or the Partners), in accordance with the Co-Investment Vehicle Bylaws. Without prejudice to the foregoing, the Company, and/or the Partner and/or any of their Affiliate shall have no liability (contractual or not) arising out of any documents signed or executed by the Deal Representative or any Investor on behalf of the Co-Investment Vehicle. Furthermore, the Deal Representative and/or the Investor(s), where relevant, shall hold the Company and/or the Partner and/or their Affiliates harmless and indemnified against all losses or damages which they may incur directly or indirectly as a result of their signature or execution of such documents.
The Company and the Partner(s) shall remain free to act and provide Services to other Deal Partnerships and/or Co-Investment Vehicle, even if those are competitive with existing Deal Partnerships and/or Co-Investment Vehicle to which the Company, the Partner(s) or their Affiliates currently provide the Services. They shall not transmit information to other Deal Partnership or Co-Investment Vehicle, even if such information may be useful to such other Deal Partnership or Co-Investment Vehicle.
For the avoidance of doubt, the Company, the Partners and their Affiliates shall not be subject to a non-compete obligation. The Customer acknowledges and agrees that the functions and duties which the Company, the Partners and their Affiliates undertake on behalf of the Deal Partnership and/or the Co-Investment Vehicle shall not be exclusive and they may perform similar functions and Services for others.
The Company, the Partners and their Affiliates shall not, nor shall they be bound to, provide or transmit information or documentation, obtained in the course of providing the Services to one Deal Partnership and/or the Co-Investment Vehicle, to another Deal Partnership and/or the Co-Investment Vehicle even if this information or documentation may be useful to such Deal Partnership and/or the Co-Investment Vehicle. To illustrate the foregoing, if the Company (or a Partner or an Affiliate) is made aware of a certain valuation of a Target in the context of providing the Services to one Deal Partnership and/or the Co-Investment Vehicle invested in such Target, it shall not, nor shall it be bound transmit such information, to another Deal Partnership and/or the Co-Investment Vehicle whose purpose is to invest in said Target.

8 - General Provisions & Limitation concerning the Deal by Deal Services

The Company does not assess or filter investment proposals in any Deal in any way. The 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.
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. 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.
Any Service can be provided electronically, 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 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.
The Company may 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.
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 that is not supplied in accordance with the method determined by the Company pursuant to this Clause.

9 - Delegation & Transfer

The Company (or the Partner) 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 exercised 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 11.
Without limitation to the generality of Clause 9.1, 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).
All references herein to the Company in relation to On-Going Services shall be deemed to constitute references to such Partners.

10 - Fees

The Initial Services referred under Clause 4.1.1 to 4.1.5 are provided free of charge for the time being, it being specified that such fees may be amended in the future.
The Fees for the Initial Services (except those referred to under Clause 4.1.1 to 4.1.5) and the On-Going Services shall be determined as follows: 1% of the invested amount in the Target with a minimum of 5,000 € (excluding VAT), plus an amount corresponding to the following:
1. (Total number of Investors in the Co-Investment Vehicle - 20) * 100 euros (excluding VAT),
2. it being specified that this additional amount shall never be lower than 0 euro.
These 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).
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 Subscription Bulletin, 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 price to be paid by the Co-Investment Vehicle would be below the price paid by the Co-Investment Vehicle in the absence of a down payment.
The Deal Lead may decide to subsidize the Co-Investment Vehicle with the Fees (or a portion thereof) so that (part of) the Fees are ultimately borne by the Deal Lead.
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.
While this Clause does not purport to be exhaustive in relation to the Additional Services that may be performed by the Company, the Fees associated to certain Additional Services are listed below:
1. Any secondary transaction within the Co-Investment Vehicle or with third parties (who shall then become Investor) shall give rise to an additional remuneration of the Company (or as the case may be, of the Partner), the amount of which shall be equal to 1% (excl. VAT) of the amount of such relevant transfer, it being specified that such amount shall never be lower than 1,000 euros (excl. VAT) nor higher than 5,000 euros (excl. VAT), per transfer (the “Secondary Fee”). Such Secondary Fee shall be borne by the transferor.
2. In the event of exercise of the Partial Withdrawal Right (as this term may be defined in the Co-Investment Vehicle Bylaws), the Secondary Fee will be borne directly by the Co-Investment Vehicle and will be paid to the Company or the Partner. Such Secondary Fee will be deducted from the redeeming price paid to each redeeming Investor, it being specified that the Secondary Fee will be due as many times as there are redeeming Investor;
3. Where individual Investors require certain specific information or documentation to benefit from the Plan Epargne Action regime, such specific information shall give rise to additional Fees (paid by the Co-Investment Vehicle) of 100 euros (excluding VAT); or
4. Where more than one distribution takes place, such additional distribution shall give rise to an additional remuneration of the Company (or as the case may be, of the Partner), the amount of which shall be equal to 1% (excl. VAT) of the amount of such relevant distribution, it being specified that such amount shall never be lower than 1,000 euros (excl. VAT) multiplied by the amount of Investor receiving the distribution. Such additional remuneration shall be paid by the Co-Investment Vehicle.

11 - Liability

The Company shall assume no liability for interruptions of the electronic tools used for the provision of the Deal by Deal 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.‍
The Company shall not be liable for the negligence of the Partners in providing the Deal by Deal 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.
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 Deal by Deal 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.

12 - Miscellaneous

For the provision of the On-Going Services, the Investors will be required to sign the Co-Investment Vehicle Bylaws and a Subscription Bulletin. In case of contradiction between these documents and these Terms, the former shall prevail.
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.
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) (e.g. pro-rata rights not exercised by the Investors).
All information made available to Customers by the Company or any Deal Lead, as part of or through the Deal by Deal Services, including information on the Company, the Deal by Deal 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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