Terms and Conditions

B4Finance Platform

General Terms and Conditions

Updated on the 26th of June, 2022

 

  • Preamble

These Terms of Use contain the terms and conditions that govern any use of The Platform (as defined below) and Services (as defined below) and all content, Services and/or products available on or through The Platform.

 

The signature of the “Pricing Conditions” document, and the use of the B4Finance Services imply the unreserved acceptance of the General Terms and Conditions.

 

The documents “General Terms and Conditions”, “Pricing Conditions”, “Order Form” and, if applicable, a “Conditions of Derogation to the General Terms and Conditions”, are linked and constitute a contract, hereinafter referred to as “The Contract”.

  • Contracting with The Provider

    1. The Provider with whom The Client contracts depends on The Client’s domicile. The Provider determines The Client’s domicile according to the country indicated in the billing address of the User who concludes these Terms on behalf of The Client. 
    2. By accepting these Terms, The Client contracts with The Provider indicated in front of The Client’s domicile in the following table:

 

European Union 

(Except Luxembourg)

B4Finance SAS
Luxembourg B4Finance Luxembourg SarL
United Kingdom B4Finance Limited
Switzerland B4Finance SAS
Other Countries B4Finance SAS

 

  • Definitions

The Client The Client describes the company that uses The Provider’s Services. The Client is defined in the order form associated with these General Terms and Conditions.
The Provider The Provider represents B4Finance SAS and its Subsidiaries. The Provider depends on The Client’s place of domicile as described in the General Terms and Conditions.
B4Finance SAS Société par Actions Simplifiée, registered in France under the number RCS 835 055 054 Paris, registered office at 128 rue La Boétie 75008, Paris France
B4Finance Limited Private Limited Company, registered in England and Wales under the number 13695132, registered office located in  Worthing, West Sussex BN13 3QZ.
B4Finance Luxembourg SarL Société à Responsabilité Limitée, registered in Luxembourg under the number RCS B248391, registered office at 9 rue du Laboratoire, 1911 Luxembourg.
Platform  describes all the Services and software made available by The Provider, for The Client.
License means the access rights of a user to the Services provided by the Provider’s platform. Each user of The Client must have a named License.
Client License  means the licences assigned to a Client’s employee or a direct provider. Each user of The Client must have a named License.
Third-Party License  

means the licences bought by the Client, and assigned to a Client’s partner, external to the Client’s company.  

Each user of The Platform must have a named License. 

Service  describe the Services that will be provided by the Provider to The Client as a Service on the Internet in accordance with these General Terms and Conditions
Service SaaS  means that the Platform is hosted on computer servers under the responsibility of The Provider (Software As A Service).
Service On Premise means that The Platform is hosted on computer servers under the responsibility of The Client.
Generated Contract describes the documents produced by The Platform based on the data collected and The Client’s instructions in electronic PDF format.
Electronic Signature describes any digital system for securely signing one or more documents or Generated Contracts.
Screening Provider means a data provider to that provides information about an individual or a company in relation to AML.
Screening Service refers to the Service provided by a Screening Provider.
Client’s Confidential Information means all Client Data, excluding any information or material specifically declared non-confidential by The Client;
Client Data means all data and documents uploaded or stored on The Platform by The Client; transmitted by The Platform at The Client’s request; provided by The Client to The Provider for uploading, transmission or storage on The Platform; or generated by The Platform as a result of the Client’s use of the software (excluding analytical data relating to the use of The Platform and server access files);
Data Protection Regulation means General Data Protection Regulation (EU) 2016/679 (“GDPR”);
Force Majeure means any exceptional event beyond the control of the parties experiencing it (such as, but not limited to, any natural, computer, technological, political or other event), of an unforeseeable, insurmountable nature and beyond the control of the persons concerned, the effect of which is to prevent them from performing the services for which they are responsible.
Reasonable efforts The party concerned must make every effort to achieve the desired objective.
Maintenance Service means the Maintenance of the software provided by The Provider on its Platform.
Support Service means the support provided by The Provider to The Client for the use of the software, as described in the Appendix attached to this Agreement.
Additional Service means all interventions provided by Le Provider, not included in the software, Maintenance and Support Service. These additional Services will be invoiced with additional fees after The Client’s Agreement.
Update means a patch, hotfix or minor version Update of the Service.
Upgrade 

means a major version upgrade of the service. Changes implemented by the Provider as a

result of regulatory watch are taken into account in the notion of upgrade.

Module Refers to the set of Services available on the Platform.
Associated Service Refers to the Services provided by Partner of The Provider and integrated in the Plateform. The subscription of these Services is done directly with The Provider
Service B4Finance Refers to Modules, Licenses or option available on the Plate-form
Partner Services Refers to the Services contracted by The Provider from the company selected by him and integrated into the Plate-form.

 

  • Description of the Service

  • Services provided by The Platform

        1. The B4Finance platform offers digital services for managing relationships with investors and financial services counterparties.
        2. The various services offered by the platform are available in modules. Each module corresponds to a specific service, described in the appendices to this contract. To access the platform, the Client must purchase at least one module.
        3. The Options that the Client can choose are available for all modules acquired by the Client.
        4. The activation of a module allows the creation, modification and visualisation of all data managed by the module. 
  • Access to Services

        1. In order to access the selected modules, the Client must acquire user licenses. These licenses give a user the right to access the modules and options acquired by the Client. Each user of the platform must have his own license.
        2. For each user declared on the Platform, The Client has the possibility to define the access rights to the acquired Services.
  • License Type

        1. There are two types of Licenses: Licenses directly used by the Client or Client Licenses, and those used by third parties (Distributors, Service Providers) of the Client, or Third-Party Licenses.
        2. Client Licenses provide access to all Modules acquired by The Client.
        3. Third-Party Licenses allow access only to the “Distributor Platform” Module.  
  • Access to External Service Providers

        1. The Client has the option to activate the automatic Screening of all Natural Persons or Legal Persons registered in the Platform.
        2. The Client may contract his own “Screening Provider” or subscribe to the integrated “Screening Provider” offered by The Provider. In the first case, The Client must provide his username and password of his “Screening Provider”, and contract with the API option with the latter, so that the Platform can access the screening data.
        3. The Client may contract his own “Electronic Signature” or subscribe to the integrated “Electronic Signature” offered by The Provider. In the first case, The Client must provide his username and password of his “Electronic Signature” and contract with his Provider the API option, so that the Platform can access the Signature data.
  • Services available

        1. The available Modules are described in Appendix 1 of the General Terms and Conditions.
        2. The available Options are described in Appendix 2 of the General Terms and Conditions.
        3. The “Screening Provider” is described in Appendix 3 of the General Terms and Conditions.
        4. The “Electronic Signature” is described in Appendix 4 of the General Terms and Conditions.
  • Subscription and termination of a Service

  • Definition of the platform’s « Starter Pack »

      1. In order to be able to use the Platform, the Client must have contracted the “Starter Pack” (the “Minimum Package”)
      2. The Starter Pack includes :
  • The “B4 Due Diligence” Module
  • Activation of a Type of Counterparty (see Annex 1)
  • 2 Client licences
  • Subscription and termination of the Starter Pack

      1. To enable the Starter Pack, the Client must agree to the pricing conditions and sign an order form specifying the Type of Counterparty  desired in the Starter Pack.
      2. The Client commits to the “Starter Pack” for a period of three years from the date of signature of the first Order Form.
      3. Any suspension of billing will have the effect of postponing the duration of the Client’s commitment by the same time period.
      4. This commitment is renewed by tacit agreement on each anniversary date of the signing of the first purchase order, increased if necessary by periods of suspension of billing. 
      5. This renewal may be terminated by giving one month’s notice before the end of the commitment date. Termination must be made by registered mail with acknowledgement of receipt to the Provider’s address.
      6. Invoicing will resume without prior notice as soon as the environment configured for the Termination of the Starter Pack results in termination of all Services contracted by the Client.
      7. If the Client terminates the Starter Pack before the end of the commitment period, the Client will be liable for the remaining amounts to be paid until the end of the commitment period, for the Minimum Configuration. 
  • Subscription and termination of other Services

      1. The subscription and termination of a Service must be carried out by the Client directly on the administration platform provided by the Provider.
      2. In case of non-availability of the Administration Platform, the Client can send a request for the creation or termination of the Service to the Support Service. The Support Service will acknowledge the Client’s request.
      3. The Services can be activated and terminated at any time regardless of the Starter Pack commitment.
  • Termination of rights by the Provider

      1. In the event of the non-payment of subscriptions or contracted Services, as described in the amendments attached to the contract, the Provider has the possibility to suspend access to the Platform, if the delay is greater than 30 calendar days, without notice. 
      2. Beyond 60 days, the Provider has the right to terminate the Contract and the associated Services with immediate effect, without the need to notify the Client.
      3. Such termination does not relieve the Client of any outstanding amounts owed to the Provider.
      4. The Provider may terminate this Agreement with 3 months’ notice if the Client refuses to accept changes to the Pricing Conditions or the General Terms and Conditions of Sale.
  • Termination by either Party

    1. Either Party may terminate this Contract, and therefore all associated Services, immediately by giving written notice of termination to the other Party by registered mail with acknowledgement of receipt if the other Party breaches this Contract.
    2. Either Party may terminate this Contract immediately by giving written notice of termination to the other Party, if :
  1. The other party :
  1. Is dissolved ;
  2. Ceases to carry on all its business activities ;

iii. Is or becomes insolvent or is declared insolvent ;

  1. An administrator, court administrator, liquidator, receiver, trustee, manager or equivalent is appointed over any of the assets of the other Party. 
  • Activating a Service

  • Activating the Starter Pack

        1. The Platform is considered to be in production when the first Type of Counterparty of the “B4 Due Diligence” Module, configured for the Client, is activated.
        2. The list of available Types of Counterparties is described in Appendix 1 to these General Terms and Conditions of Sale.
        3. As soon as the Client has paid the installation fees, the Provider shall provide the Client with an « Installation Kit » for the configuration of the first Counterparty Type of the « B4 Diligence » Module,
        4. The Client undertakes to provide the Provider with the elements required in the Installation Kit within 10 working days of reception of the Installation Kit.
        5. After reception of the required elements, the Provider undertakes to activate the Platform with this first Counterparty within 10 working days.
        6. The Client may request to postpone the date of delivery of the elements required in the Installation Kit at any time within the first 10 working days of the Contract.
        7. The request for postponement may not exceed a total period of 2 months from the date of signing the Order Form for the contracted Services.
        8. In the event of no response or incomplete response from the Client on the Installation Kit, within 10 working days or at the end of the postponement period, the Provider will activate the Platform in production with the « B4 Diligence » Module and the first Counterparty Type, set up with a standard configuration.
        9. In this event, the delivery to production shall be deemed to have taken place with the implementation of the related invoicing.
        10. Any change to the components of the installation kit after the delivery of the Platform and the Services in production will be subject to additional invoicing. This invoicing may not exceed the amount of the initial installation fees for the contracted Services. 
  • Activating a new Counterparty Type of the “B4 Diligence” Module

        1. As of the payment by the Client of the installation fees for the installation of a new Counterparty Type, the Supplier provides the Client with an “Installation Kit”, which includes all the information required to activate the counterparty type, including the questionnaires to be enabled.
        2. The Client undertakes to provide the Provider with the elements required in the Installation Kit within 10 working days of reception of the Installation Kit.
        3. After reception of the required elements, the Provider undertakes to activate the new Counterparty type  within 10 working days.
        4. The Client may request to postpone the date of delivery of the elements required in the Installation Kit at any time within the first 10 working days of the Contract.
        5. The request for postponement may not exceed a total period of 2 months from the date of signing the Order Form for the contracted Services.
        6. In the event of no response or incomplete response from the Client on the Installation Kit, within 10 working days or at the end of the postponement period, the Provider will activate in production the new Counterparty Type, set up with a standard configuration.
        7. In this event, the delivery to production shall be deemed to have taken place with the implementation of the related invoicing.
        8. Any change to the components of the installation kit after the delivery of the Platform and the Services in production will be subject to additional invoicing. This invoicing may not exceed the amount of the initial installation fees for the contracted Services.
  • Activating a fundraising on the Platform

        1. In order to fundraise, the Client must have contracted the “B4 Fundraising” Module. The “B4 Fundraising” module allows the management of all current fundraising events and the display of information on closed fundraising events. When the first fundraising event is activated, the “B4 Fundraising” module will be automatically activated on the same date as the start of the fundraising event.
        2. As soon as the Client has paid the installation fee for a new Fund Raising, the Supplier provides the Client with an “Installation Kit”, containing all the information required to activate the Fund Raising, including questionnaires to be activated, the Subscription Form to be digitised, and the description of the Fund.
        3. The Client undertakes to provide the Provider with the elements required in the Installation Kit within 10 working days of reception of the Installation Kit.
        4. After receiving the requested elements, the Provider undertakes to provide a digital version of the Subscription Form within 5 working days.
        5. The Client has a period of 5 working days to make any comments to the Provider concerning the Subscription Form. The Provider undertakes to modify the Subscription Form on the condition that the modifications only concern editorial elements, and to activate the fundraising and the automated generation of the Subscription Form within 5 working days.
        6. Once the validation period has passed, if the Client has not made any comments on the proposed Subscription Form, the Subscription Form will be considered valid and will be activated within 5 working days along with the activation of the fundraising.
        7. The Client may request to postpone the date of delivery of the elements required in the Installation Kit at any time within the first 20 working days of the Contract.
        8. The request for postponement may not exceed a total period of 4 months from the date of signing the Order Form for the contracted Services.
        9. In the event of no response or incomplete response from the Client on the Installation Kit, within 10 working days or at the end of the postponement period, the Provider will activate in production the Subscription Form and the fundraising, set up with a standard configuration.
        10. In this event, the delivery to production shall be deemed to have taken place with the implementation of the related invoicing.
        11. Any change to the components of the installation kit after the delivery of the Platform and the Services in production will be subject to additional invoicing. This invoicing may not exceed the amount of the initial installation fees for the contracted Services.
  • Activating other Modules

        1. As of the payment by the Client of the installation fees for the installation of a new Module, the Supplier provides the Client with an “Installation Kit”, which includes all the information required to activate the counterparty type, including the questionnaires to be enabled.
        2. The Client undertakes to provide the Provider with the elements required in the Installation Kit within 10 working days of reception of the Installation Kit.
        3. After reception of the required elements, the Provider undertakes to activate the new Module within 10 working days.
        4. The Client may request to postpone the date of delivery of the elements required in the Installation Kit at any time within the first 10 working days of the Contract.
        5. The request for postponement may not exceed a total period of 2 months from the date of signing the Order Form for the contracted Services.
        6. In the event of no response or incomplete response from the Client on the Installation Kit, within 10 working days or at the end of the postponement period, the Provider will activate in production the new Module, set up with a standard configuration.
        7. In this event, the delivery to production shall be deemed to have taken place with the implementation of the related invoicing.
        8. Any change to the components of the installation kit after the delivery of the Platform and the Services in production will be subject to additional invoicing. This invoicing may not exceed the amount of the initial installation fees for the contracted Services.
  • Activating Client and Third-Party Licenses

        1. Client and Third-Party licenses will be activated within 48 hours of subscriptions.
  • Activating Options

        1. Options will be activated within 48 hours of subscription.
        2. The list of available options is described in Appendix 2 of these General Terms and Conditions. 
  •  Activating Partner Services

        1. The activation of the Partner Services will take place within 48 hours of the payment of the chosen Services. 
        2. The list of available Partner Services is described in the Appendix to these General Terms and Conditions of Sale.
  • Consequences of terminating Services 

  • Termination of a type of Counterparty of the « B4 Diligence » Module

        1. As of the termination date, the configuration of the Counterparty Type is deleted from the Platform, as well as access to the data managed by this Counterparty Type.  
        2. The termination of a type of Counterparty entails the return of the data processed by this Counterparty. The Provider undertakes to provide The Client with all the data used by the Counterparty stored in the Hosting Service in one of the following formats: CSV, XML, Json. All documents stored in the Hosting Service will be returned to the original format in a structured manner.
        3. All data and documents, used by the Module, must be returned by The Provider to The Client within thirty (30) days of the termination of the Contract. The choice of the format of restitution will be that of The Client. Once the Client acknowledges receipt of the data, the Provider shall certify that the data concerned is overwritten. 
  • Termination of the « B4 Fundraising » module

        1. As of the termination date, the configuration of the « B4 Fundraising » Module is deleted from the Platform, as well as access to the data managed by the « B4 Fundraising » Module.  Termination of the « B4 Fundraising » Module will result in the closing of all fundraising activities.
        2. If the Client has subscribed to a fundraising package, the amount of this package remains due regardless of the date of deactivation of the “B4 Fundraising” Module.
        3. The termination of a type of Counterparty entails the return of the data processed by this Counterparty. The Provider undertakes to provide The Client with all the data used by the Counterparty stored in the Hosting Service in one of the following formats: CSV, XML, Json. All documents stored in the Hosting Service will be returned to the original format in a structured manner.
        4. All data and documents, used by the « B4 Fundraising » Module, must be returned by The Provider to The Client within thirty (30) days of the termination of the Contract. The choice of the format of restitution will be that of The Client. Once the Client acknowledges receipt of the data, the Provider shall certify that the data concerned is overwritten. 
  • Termination of other Modules

        1. From the date of termination, the configuration of the Module is removed from the Platform, as well as access to the data managed by this Module. 

        2. The termination of the Module results in the return of the data processed by this Module. The Provider undertakes to deliver to the Client all data stored in the Service in one of the following formats: CSV, XML, Json. All documents stored in the Hosting Service will be returned in the original format in a structured manner.

        3. All data and documents, used by the Module, must be returned by the Provider to the Client within thirty (30) calendar days after termination. The choice of the return format shall be that of the Client. Once the Client acknowledges receipt of the returned data, the Provider certifies that the data concerned is deleted from its Platform.
  • Termination of Client and Third-Party Licenses

        1. In the event of the deactivation of a License, the data and documents attached to this License remain on the Platform.
  • Termination of Options

        1. In case of deactivation of an Option, the data and documents related to this Option remain on the Platform.
  • Termination of Partner Services

        1. In case of deactivation of a Partner Service, the data and documents related to this Option remain on the Platform.
        2. If the Client has subscribed to a flat rate when enabling a Partner Service, the amount of this flat rate remains due regardless of the date of deactivation of the Partner Service
        3. Likewise, if charges apply if the flat rate for a Partner Service is exceeded, the Client remains liable for the Services consumed.
  • Use of The Platform Services

  • User licenses

      1. The Provider grants The Client access to its platform, allowing the use of this platform via a web browser, for the duration of this Agreement.
      2. The licenses granted by the Provider to the Client are subject to the following conditions:
  1. Access may only be used by employees, external service providers, agents, distributors and subcontractors of the Client;
  2. Each License is nominative, and can only be used by one user;
  1. Except to the extent expressly permitted in this Agreement or required by law, the licenses granted by the Provider to the Client include the following limitations on use:
  1. The Client shall not sub-license his right to access and use the Platform;
  2. The Client must not allow any unauthorized person to access or use the Platform;
  3. The Client must not make any changes to the software, which constitutes the Platform, 
  4. The Client shall not carry out or request any other person to carry out load testing or penetration testing on the Software without the Provider’s written consent.
  1. Each user of the platform is given a unique user ID. Each user is invited to create a password and remains responsible for managing it.
  2. The user IDs are unique, personal, and strictly confidential. The Provider and the Client undertake, each as far as they are concerned, to keep them confidential. The Client is solely responsible for their use.
  3. Any use of the user IDs is irrefutably deemed to constitute use of the platform by the Client, which the latter expressly accepts.
  4. The Client undertakes to notify the Provider without delay of any theft or breach of confidentiality of the user IDs. In the same way, the Provider undertakes to notify The Client without delay of any theft or breach of the user’s confidentiality.
  5. The Client shall not use the Platform in any manner that causes or may cause damage to the Software, or impairment of the availability or accessibility of the Software.
  6. The Client shall not have the right to access the software code (including object code, intermediate code and source code) either during or after the Term of this Agreement.
  • Rights and abilities of the Licenses

      1. To access the Platform, The Client must have contracted at least one module.
      2. Each License may access modules and options purchased by the Client. The access rights to these modules are defined for each License by the Client at the time of acquisition of the License.
  • Configuration elements

    1. The Client is responsible, at its own expenses, for the acquisition, installation, maintenance and connection of the various configuration elements and telecommunications necessary to access the Platform.
    2. The minimum technical requirements are described in Appendix 5 to the General Terms and Conditions
  • Client Support and Support Service

  • Support Service – Client License

        1. The Provider provides a Support Service to answer questions on the use of The Platform. 
        2. The Support Service is included in the License price for users with a Client License. 
  • Support Service – Third-Party License

        1. For users with a Third-Party License, The Support Service is available to answer questions on the use of The Platform.
        2. In this case, The Support Service responds on the behalf of The Provider. The Client is responsible for communicating to Third Party Licensees the outsourcing of the Support Service.  
        3. If The Client wishes a customized Support Service, i.e. on the behalf of The Client, this Service is the subject of a separate invoice.  
        4. If the Client wants a customized Support service, answering with the Client’s name, this service is subjected to separate billing.
  • Maintenance Support Service

      1. The Maintenance Support Service is available to users with a Client License.
      2. If a anomaly is detected, the Client must call the Support Service or send an email with a precise description of the anomaly.
      3. The Client shall provide a step-by-step summary of the anomaly, providing a full description including error messages and an accurate description of the Client’s activity at the time the anomaly occurred.
      4. Support will then open a ticket and take into account the resolution of the problem according to its degree of urgency.
      5. In order to resolve the anomaly, the Provider may copy, reproduce, store, export, adapt, edit and translate Client data. Access to the Client’s data may only be made with the Client’s consent, obtained by the Provider for each analysis, and only in the exercise of its maintenance and support obligations under this Agreement.
      6. All anomalies will be classified by the Provider, upon receipt, into one of the following priority levels according to the consequences and scope of the anomaly on the Client’s business. 
  1. Priority 1 – Critical: Anomalies leading to major consequences on the Client’s production environment, or a shutdown of this environment, and with critical consequences on the Client’s activity in the absence of a workaround allowing the resumption of activity on the Platform. 
  2. Priority 2 – Major: Anomalies resulting in a partial failure that results in an intermittent or temporary interruption of the Client’s production environment or for which a workaround exists. 
  3. Priority 3 – Minor: Anomalies resulting in minimal or acceptable minor impact on the Client’s business, or related to the Client’s non-production environments, including test environments, cosmetic failures and change requests. 
  • Conditions of access to The Support and Assistance Service

    1. The Support and Support Service is accessible by e-mail at the address  support@b4finance.com.
    2. The Provider provides The Client with a Telephone Support and Assistance Service accessible from several countries:

 

France +33 176 35 12 45
Luxembourg +352 661 798 798‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬
Belgium +32 78 48 58 46
United Kingdom +44 20 45 25 49 80

 

Netherlands +31 85 208 79 62

 

  1. This Service is available on working days, as defined by the “Target” calendar in force in Europe and published by the European Central Bank. 
  2. Opening hours are from 9am to 7pm on all working days (CET time).
  • Maintenance of the Platform

  • Maintenance and Upgrade of the Platform

        1. As standard, the platform is installed on servers hosted under the responsibility of the Provider. In this context, the Provider manages the updates of new versions of the Platform.
        2. The Provider shall provide software maintenance on the platform during the Contract period.
        3. Software maintenance includes corrective maintenance and minor upgrades.
        4. Major upgrades, characterized by major version changes, or new modules are excluded from this scope and will be charged extra.
        5. An upgrade is considered as major when it includes new features, other than the evolution of existing features, or when an important change in the interface has appeared.
        6. Updates to the platform are made outside of working days and hours, i.e. Saturdays and Sundays, or Monday to Friday between 7pm and 9am.
  • SaaS Hosting

  • Services provided

      1. The B4Finance platform is hosted on servers administered by the Provider. The Services provided by the Provider to the Client as part of the SaaS installation are:
  1. Data hosting,
  2. Hosting monitoring,
  3. Data security,
  4. Data backup,
  5. Business Continuity Plan Management
  6. Managing pre-production environments 
  • Data hosting

      1. The Client’s Platform and data are hosted on a server based in a country that depends on The Client’s domicile
      2. The list of Partners is described in Appendix 7 of the General Terms and Conditions
  • Hosting monitoring

      1. The Provider shall monitor the servers and databases hosted for the Client in order to detect in real time the unavailability of these elements and to remedy them.
      2. Availability refers to the accessibility of the platform. The Provider undertakes to ensure an annual availability rate of 98.20%. 
      3. By “annual availability rate”, it should be understood: the total number of minutes of the year considered, minus the number of minutes of unavailability of the year concerned, the whole divided by the total number of working minutes of the year considered́. 
  • Data security

      1. The provider uses an SSL (Secure Socket Layer) certificate and cryptographic means and services to ensure the confidentiality, integrity and authentication of the data transmitted.
      2. Access to the servers hosted by the provider is protected by a firewall, set up to secure the various ports.
      3. The Provider declares that it has sufficient resources, means, and procedures to carry out regular tests and checks of the IT security measures it has put in place. The purpose of these tests and controls is to detect potential threats to the said measures.
      4. Whether they are detected as part of the diligence described in the previous paragraph or in any other way, the Provider undertakes to take all the necessary measures to correct the security flaws identified.
  • Operations and network security

The Provider declares that it has appropriate protection, segmentation and filtering mechanisms in place, in order to allow only legitimate flows on the Services and to counter computer/viral attacks and/or malicious software that could affect the Services, the Client Data and/or the servers on which they are hosted and/or stored.

  • Backing up data

      1. All Client data and documents hosted on the platform are stored on two “mirror” servers to ensure continuity of access. 
      2. The Client’s data is saved twice a day, and kept for 14 days on a rolling basis.
      3. The Client’s documents, in addition to the “mirror” backup, are kept without time limit as part of the version management of each document.
  • Business Continuity Plan (BCP)

    1. The Business Continuity Plan implemented by The Provider covers only the B4Finance Services (access to The Platform and Client data).
    2. The Provider declares that it has put in place a business continuity plan allowing the recovery of the activity after a disaster affecting the hosting infrastructure of The Platform. This disaster must lead to a total unavailability of The Platform.
    3. The Business Continuity Plan depends on the disaster, which can be of two kinds:
  • Either a partial disaster that does not impact the ability of the hosting site to restart the infrastructure (servers and storage of The Platform);
  • Either a total disaster that impacts the ability of the hosting site to restart the infrastructure (servers and storage of The Platform)
  1. The Platform recovery and data access is 48 hours in the context of a partial disaster. In this context, data loss between two data backups cannot exceed 24 hours.
  2. The Platform recovery and data access is 5 working days in the context of a total disaster. In this context, data loss between two data backups cannot exceed 48 hours.
  3. The Client may request more constrained deadlines regarding his business continuity needs. The Provider will then prepare a quote based on The Client’s requests.
  4. The Provider declares being able to provide the business continuity plan at The Client’s request;
  5. The Provider undertakes to inform the Client by any way and particularly by e-mail, of any malfunction or any event likely to have a significant impact on its ability to perform the Service efficiently and in accordance with the professional and contractual obligations.
  6. The Provider declares regularly testing the BCP before evaluating its effectiveness. The Provider undertakes to develop the BCP if the tests show difficulties in its implementation or unsatisfactory results.
  • Managing pre-production environments

      1. The Provider maintains a copy of the Client’s environment (excluding data and documents) on a pre-production server.
      2. The Client can access this environment by simple request to carry out tests or training.
  • Incident Management

    1. Anomaly response times are calculated from the date the ticket was opened to the date the ticket was closed when an acceptable workaround allows The Client to resume business. The response times depend on the priority level defined by The Provider:

 

Severity levels Resolution objectives (definitive or – hotfix)
Priority 1 – Critical Setting up a solution within 2 working days
Priority 2 – Major Implementation of a solution within 7 working days
Priority 3 – Minor Implement a solution within 20 business days
  • Financial penalties 

    1. No refund from Service will be granted for interruptions of Service:
  1. Caused by the action or omission to act by The Client, 
  2. Due to the failure of any equipment or software provided by The Client, 
  3. Which are the continuation of a programmed Maintenance, 
  4. Due to a case of Force Majeure, 
  5. Resulting from The Client’s breach of the data policy or any other policy or procedure of this Agreement.
  1. In the event of failure or delay in resolving reported incidents, the Client shall be entitled to a refund of part of the monthly fees paid by the Client.
  2. This refund must be claimed by The Client and will correspond to the maximum in proportion to the costs of the month, taking into account the days of delays by incident resolution.
  3. In any case, the total amount of refund accumulated during a calendar year shall not exceed the amount corresponding to one month’s average monthly fees invoiced over that same year.
  • Outsourcing

    1. In the context of SaaS hosting, The Client acknowledges and agrees that The Provider subcontract to third parties the hosting of The Platform and the provision of Services in relation to The Support and Maintenance of The Platform elements.
    2. The Provider is very concerned that these third parties comply with the conditions of security and regulatory compliance equivalent to those that it must respect itself, particularly in terms of processing the confidentiality of the information.
  • On-Premises Hosting

  • Choosing the On-Premises hosting option

        1. Clients who have chosen to install the On-Premises Platform do not benefit from the Services and accommodations provided to Clients in SaaS mode.
        2. Clients who have chosen an installation of the On-Premises Platform do not benefit from the standard Support offered to Clients in SaaS hosting.
  • Provider’s On-Premises Service

        1. The Provider shall notify the Customer when a new version is made available and shall provide for each version a list of available fixes and upgrades
        2. The Provider issues a document describing its recommendations in terms of the infrastructure and applications necessary for The Platform installation.
        3. During the installation period, The Provider supplies assistance to The Client’s technical teams to carry out the installation of the Platform.
  • Responsibility of The Client

      1. Clients who have installed the On-Premises Platform must perform Updates on the instructions of The Provider, under their responsibility. 
      2. On-Premises Clients will only be able to benefit from the Maintenance if they Upgrade each new version within 6 months of receiving the announcement of its availability by The Provider.
      3. In the absence of an Update of the version used by Le Client, 6 months after the announcement of availability, The Provider will not be able to guarantee the correction of incidents that occurred on the obsolete version.
      4. Every month, the Client must provide the Provider with a list of the internal and Third-party licenses that have been activated or deactivated during the previous month.
      5. At the end of each year, the Client shall provide the Provider with a summary of the Licenses used during the previous year, with the date of activation and deactivation of these Licenses. 
      6. If necessary, the Provider may request a copy of the audit files for the declaration of licenses, which files are stored on the Client’s Platform. The Provider will adjust the invoicing based on the annual declaration in the month following its receipt.
      7. The B4Finance Platform is hosted on servers managed by The Client. The Client’s responsibilities in the context of the On-Premises installation are:
  1. Data hosting,
  2. Hosting monitoring
  3. Data security,
  4. Data backup,
  5. Business Continuity Plan Management
  6. Managing pre-production environments 

 

  1. The Client manages and size the virtual machines on which The Platform’s document databases are installed, following The Provider’s recommendations. 
  2. The Client is responsible for updating the operating system and its various components.
  3. The Client ensures the monitoring of the servers, applications and databases hosted on The Platform in order to detect in real time the unavailability of these elements and to remedy it.
  4. The Client uses an SSL (Secure Socket Layer) certificate to ensure the security of the transmitted data. Access to the servers hosted by The Client is protected by a Firewall, configured to secure the various ports. 
  5. All Client data and documents, hosted on The Platform, are stored on the production server. A daily dump of the databases is carried out by The Provider on the same server at a fixed time.
  6. The Client is responsible for the daily back-up of the servers and the recovery of data will be carried out from these back-ups. In case of need of reinstallation, configuration of the server or re-import of data, a configuration fee on the new server will be applied by The Provider.
  7. The Client maintains a copy of the production environment (out of data and documents) on a pre-production server. 
  8. The Provider may access this environment by simple request to carry out tests in the event of intervention in the context of its Support Services.
  • Conditions of intervention and Provider Support

    1. The Client must provide a means of remote access to the virtual machines on which The Platform is installed.
    2. Via remote access, The Provider performs the configuration, the Update of the hotfix package or Update of version of the B4Finance Platform.
    3. If remote access is not granted, The Client performs the configurations and Updates under the instruction of The Provider.
    4. The Client must share all the information (screenshots or screen sharing, logs and detailed explanations) so that The Provider can analyze The Client’s requests.
    5. The Provider shares the Update patches with The Client. The Client’s IT teams are responsible for applying these patches to the production environment. 

 

  1. The time limit for resolving software anomalies is not modified compared to the conditions in mode hosted by The Provider, provided that The Provider can have access to the pre-production Platform and all the production information to be able to investigate.
  2. If The Provider cannot have access to these elements, the time of resolution of the anomalies is increased, after receipt of all the elements to:

 

Severity levels Resolution objectives (definitive or – hotfix)
Priority 1 – Critical Implementation of a solution within 8 working days
Priority 2 – Major Implementation of a solution within 18 working days
Priority 3 – Minor Implementation of a solution within 50 working days
  • Partner Services

  • Screening Provider

        1. The Provider offers as an option the Screening Service integrated into The Platform. 
        2. The proposed Screening Service is subcontracted to a Third-Party selected by The Provider.
        3. The Provider undertakes to ensure that this Third-Party complies with the conditions of security and regulatory compliance equivalent to those that it must comply with itself.
        4. The name of the subcontractor providing the Screening Service and the conditions are provided to The Client in Appendix 3 to this contract. 
        5. If The Provider decides to change the Screening Service provider or price list, it must notify The Client one month before this change. The Client then has two weeks to cancel the Integrated Screening Service option. Without return from The Client, 14 days after the announcement of The Provider, The Client will be considered as accepting the change of subcontractor of Screening Service.
  • Electronic signature

        1. The Provider offers as an option the Electronic Signature Service integrated into The Platform to sign the contracts generated by The Platform.
        2. The proposed Electronic Signature is subcontracted to a Third-Party selected by The Provider.
        3. The Provider undertakes to ensure that this Third-Party complies with the conditions of security and regulatory compliance equivalent to those that it must comply with itself.
        4. The name of the subcontractor providing the Electronic Signature and the conditions are provided to The Client in Appendix 4 to these General Terms and Conditions.
        5. If The Provider decides to change the electronic nature Service provider or the price list, he must notify The Client one month before this change. The Client then has two weeks to cancel the Integrated Electronic Signature option. Without return from The Client, 14 days after the announcement of The Provider, The Client will be considered as accepting the change of subcontractor of Electronic Signature.
  • Complementary Services

  • Related Services

        1. As part of the installation or use of the B4Finance Service, The Client may subscribe to associated Services.
        2. The list of these associated Services is described in Appendix 6 of the General Terms and Conditions.
  • Specific developments

        1. The Provider may provide Services upon request according to the specific requirements of The Client. These Services will be charged in addition to the License fee.
        2. The Provider will provide a quote for each additional Service. The Client must accept this quote before any intervention by The Provider. In this case, a new Amendment will be signed between the Parties. 
        3. The Provider ensures the corrective Maintenance of specific developments and the compatibility of these developments with the new versions that can be delivered.
        4. This Maintenance on specific developments gives rise to an annual invoice corresponding to 18% of the price before delivery of these specific developments.
  • Financial conditions

  • Invoicing Principle

        1. The price of the modules, licenses and options are set out in the «Pricing Conditions», specific to each Client.
        2. The document «Pricing Conditions», explains the Services that can be invoiced directly to the funds.
        3. Invoicing of the Installation or Set-up Fees is due upon signature of the Order Form. Payment of the set-up fee is a condition for the start of the installation of the contracted Services.
        4. Services that do not require any configuration are invoiced upon activation on the Platform. 
        5. Billing for the “B4 Due Diligence” Module starts upon activation of the first Counterparty Type.
        6. Billing for the “B4 Fundraising” Module starts when the fundraising is activated.
        7. The use of a Service during a month will result in invoicing for the entire month of use.
        8. Prices are for payment by direct debit to the bank account indicated by the Client. Any other type of payment (e.g. bank transfer) will incur charges. The payment costs in this case are set at €80 (eighty euros) excluding VAT per invoice.
        9. The prices defined in the «Pricing Conditions» document are guaranteed for a period of one year from the signature of the said document.
        10. The «Pricing Conditions» are revised each year by the Provider. The Client will receive these pricing conditions before 20 December of each year, and they will come into effect on the following 1 January. The change in the pricing conditions may not exceed the annual inflation rate of the euro zone as defined by ec.europa.eu plus two percentage points. 
        11. The evolution of the« Pricing Conditions » does not take into account the Upgrades, or major evolutions, which will be the subject of a distinct proposal.
        12. In the event of a revision of the pricing, the Client will receive a new Pricing Conditions document, which will be valid for the coming calendar year.
        13. The Provider has the ability to propose a pricing increase higher than the above conditions, in which case the Client has 10 working days upon receipt of the information to refuse the new pricing conditions. If the Client does not return or refuse the new pricing conditions within this period, the new pricing conditions will come into effect.
  • Terms of Payment 

        1. Services are invoiced monthly at the end of the month, depending on the subscriptions used.
        2. Prices are for a monthly payment. Any other frequency of settlement (quarter, annual, etc.) leads to the collection of fees. The payment fee in this case is set at 80 € (eighty euros) VAT excluded per settlement.
        3. Invoices will be issued by The Provider on the 1st day of the month following the use of the Services
        4. Invoices are debited on the 5th of the month following the use of the Services.
        5. Invoices that are not direct debits must be paid within 10 calendar days of receipt.
  • Terms of payment for the Associated Services

        1. All orders for set-up and configuration services must be paid within 10 working days of receipt of the invoice.
  • Late payment

        1. Unless postponement is requested in time and granted by the Provider, any delay in payment, in whole or in part, of an amount due on its due date, shall increase the due amount by applying an interest rate of three times the legal rate of interest.
        2. The parties agree that this rate shall be calculated on a pro rata temporis basis per calendar month and that each month started shall be counted as a full month.
        3. If The Provider were to delegate the collection of its debt to a third party, The Client shall be liable, in addition to this interest rate, for the refund of the costs and fees incurred.
        4. The parties expressly agree that this clause shall apply by default, without the need for any formality or notice of default.
        5. Any delay in payment shall automatically entail an obligation for the debtor to pay a fixed indemnity of £50 for collection costs.
        6. In addition, The Provider shall be entitled to rely on the provisions of the clause “Termination” for failure of a party to fulfil its obligations.
        7. Similarly, The Provider may automatically suspend all current Services, whatever their nature and level of advancement. This suspension may occur 10 calendar days after the first default.
        8. However, this suspension shall not be considered as a termination of the contract by The Provider, nor shall it give any right to compensation for The Client.
  • Suspension of Invoicing

        1. For Services requiring a set-up or configuration, the Provider undertakes to activate these Services on the Platform within 10 working days following the date of receipt of the information requested in the Installation Kit.
        2. If the delivery time of the Services is exceeded by more than 10 working days, the invoicing of the Services concerned will be suspended without the Client needing to request such suspension.
        3. Invoicing will resume without notice as soon as the Services contracted on the Platform are activated.
        4. Any delay in the provision of the production environment set up for the Client does not entitle the Client to terminate the Order Forms for these Services.
        5. The suspension of invoicing postpones for the same period the commitments to use the contracted Services, as well as the commitment to the Minimum Set-up.
  • Obligation and responsibility of The Provider

  • Confidentiality obligation of the Provider

      1. The Provider and any of its subcontractors undertake not to disclose and to keep confidential any information of any kind to which they may have had access during the performance of this contract without the prior written consent of the Client. This clause does not impose any obligation on the Provider about the Client’s confidential information which:
  • Are known to the Provider prior to disclosure under this Agreement and are not subject to any other obligation of confidentiality;
  • Are or become publicly known, but without any act or default by the Provider;
  1. The restrictions set out in this clause do not apply where the information is required to be disclosed under any law or regulation, or judicial or governmental request.
  2. The provisions of this clause shall remain in force for five years from the termination of this Contract, at the end of which they shall cease to have effect.
  • Data protection

      1. The Provider will comply with the current data protection regulations regarding the processing of The Client’s data and is responsible with these regulations by its potential subcontractors.
      2. Notwithstanding any other provision of this Agreement, the Provider may process the Client’s personal data only upon request of the authorities as provided by law. In this case, the Provider shall inform the Client of the legal obligation before processing it, unless such law prohibits such information;
      3. The Provider shall ensure that the persons authorized to process the Client’s personal data have undertaken to respect confidentiality or are subject to an appropriate legal obligation of confidentiality. The Provider shall also ensure that such persons receive the necessary training in the protection of personal data.
      4. The Provider and the Client shall each implement appropriate technical and organizational means to ensure an appropriate level of security for the Client’s personal data.
      5. The Provider shall, as far as possible and considering the nature of the processing, assist the Client in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to restrict processing, right to data portability, right not to be subject to an automated individual decision (including profiling). 
      6. The Provider shall assist the Client in ensuring compliance with obligations relating to the security of personal data processing, notification of breaches of personal data monitoring, communication of personal data breaches to the data subject, protection impact assessments and prior consultations in relation to high-risk processing of data protection laws.
  • Fight against corruption

    1. The Provider declares: 
  1. that he has not made, and undertakes not to make, any offer of any kind from which a benefit could be derived under the contract; 
  2. he has not given, sought, sought to obtain, or accepted, and undertakes not to give, seek, obtain or accept, any benefit, whether financial or in kind, to or from any person where such benefit constitutes an illegal or corrupt practice, directly or indirectly, in that it amounts to a gratuity or reward in connection with the performance of the contract.
  1. The Provider undertakes to implement anti-bribery measures for its employees in accordance with the law in force in the country of reference of the contract.
  • Limitation and exclusion of liability

    1. No liability: The Provider shall not be liable to the Client or user for any consequences resulting from: 
  1. Any errors, permanent or temporary interruptions, discontinuities, suspensions or other unavailability of the Provider’s Services or the Provider’s equipment due to lack of internet access;
  2. The use of Client data by the Client or any of the users associated with the Account;
  3. Any disclosure, loss or unauthorized use of the Client’s or any authorized user’s login details due to the Client’s lack of confidentiality;
  4. Use of the Provider’s account or services by the Client using browsers other than those accepted or supported by the Provide.
  5. The application of any remedy against the Client or the Client’s user authorized by the Provider, for example if the Client or user has committed a crime or infringed any applicable law by using the Provider’s services, or any part or element thereof;
  6. Differences between the technologies and platforms used to access the software, for example if certain features, functions, or elements of the Provider’s services are designed to be used on a personal computer or laptop and do not work on a mobile or tablet Platform;
  1. Limits of liability. In no event shall the Provider’s aggregate liability per calendar year in connection with the terms set forth in this Agreement exceed the total amount paid by the Client for the Provider’s Services in the 12 (twelve) months preceding the first occurrence from which the liability arises. The foregoing limitation shall apply regardless of whether the action is in contract or tort and regardless of the cause of liability, other than for fraud, willful misconduct, or gross negligence, but shall not limit or waive the Client’s payment obligations under the Payment sections of this Agreement or the attached Appendix. In the event of any dispute arising out of the performance of the Contract, the parties may seek to enforce the liability of the other party in the Paris City Court in accordance with Section 20.1 of this Agreement.
  2. Exclusion of Indirect or Consequential Damages. In no event shall either Party have any liability arising out of or related to this Agreement for any lost profits, revenue, goodwill, or indirect, special, incidental, consequential, coverage, business interruption or punitive damages, however caused, whether in contract or tort and regardless of the basis of liability, even if either Party has been advised of the possibility of such damages or if either Party is required to perform remedies and such remedies fail. The foregoing exclusion shall not apply to actions prohibited by law.
  3. The Provider certifies that it holds an insurance policy with a solvent insurance company covering its Professional Civil Liability and undertakes to remain so for the entire duration of the Contract, without this insurance policy being interpreted as limiting the Provider’s liability either in its scope or its amount. The Provider undertakes to provide the Client, on request, with a copy of the certificate from the Provider’s insurer indicating, in particular, the maximum amount covered and any exclusions. The Provider undertakes to inform the Client in the event of modification or cancellation of the said insurance policy.
  4. The liability of each Party to the other Party under this Contract in respect of any event or series of related events shall not exceed the total amount paid by the Client to the Provider under this Contract in the 12 (twelve) months prior to the commencement of the event or events.
  • Force Majeure event

    1. The Provider shall not be liable to the Client for losses resulting from an event of force majeure.
    2. If an event of force majeure results in a failure or delay by either party in fulfilling its obligation under this Contract, that obligation shall be suspended for the duration of the event of force majeure.
    3. The Party who becomes aware of an event of force majeure which gives or is likely to give rise to a failure or delay in the performance by the Party of its obligations under this Contract, shall:
  1. Inform the other promptly; and
  2. Inform the other of the period for which it is believed that the failure or delay will continue
  1. The Party whose performance of its obligations under this Contract is affected by an event of Force Majeure shall take reasonable steps to mitigate the effects of the Force Majeure event.
  • Obligation and responsibility of The Client

  • Providing configuration items

        1. To enable the platform to be configured to the Client’s requirements, the Provider shall send the Client a list of the necessary components.
        2. The Client undertakes to provide and/or validate these elements before the platform is made available.
  • Using The Client’s Name

        1. As from the acceptance of this Agreement by the Client, the Provider reserves the right to quote the name of the Client as a reference in any advertising, commercial and institutional document (on its website), with the prior written content of the Client.
        2. 15 days before any use of the Client’s name, the Provider will warn the Client about this use and the type of material.
        3. The Client may nevertheless withdraw this consent at any time by means of a written request with immediate effect. 
  • Audit clause

    1. The Client has the right to carry out or, if necessary, have carried out by a specialized body (external company), under his full responsibility and at his expense, an audit in order to ensure compliance with the conditions of application of this Contract.
    2. The audit may be carried out at any time, without it being necessary to justify the reasons for it.
    3. The Client will inform The Provider of the occurrence of the audit at least one month before the start of the mission, and will communicate to The Provider, the list of external persons and/or bodies, if any, authorized to carry out the audits.
    4. The Provider undertakes, in compliance with the regulations relating to the communication of information, to collaborate in good faith and without reservation with any auditor so designated.
    5. The Client must communicate in writing to The Provider the list of questions, information and documents necessary for his audit.  
    6. The Provider undertakes to produce the elements of responses within one month of receipt of the requests.
    7. The audit will be carried out taking into account the applicable regulations and in particular RGAMF (and equivalent) 
    8. This audit option is limited to one audit per year and may only cover the following points:
  • Security of access to Client data
  • Business Continuity Plan
  • Obligations and responsibilities of The Provider
  1. Under no circumstances may The Client carry out or cause to be carried out penetration tests on The Provider’s servers without obtaining the explicit consent of the Provider, an agreement which may be refused on good cause.
  2. Under no circumstances should the audit carried out by The Client allow The Client to have access to data or information other than those belonging to him. 
  3. The Client is held responsible if the audit carried out puts in risk, or compromises, data not belonging to him in his own right.
  4. All the information that would be communicated to The Client in the context of the audit may not be communicated or used by a Third Party, other than The Client’s principal for the performance of the Audit. 
  5. The conclusions and results of the audit belong to the Client, who will be allowed to use it and share it with its Regulator, with the reserve of article 17.1.12.
  6. In case of dissemination or use of the information transmitted, The Client will be held responsible and shall be liable for damages, which the Client accepts without reservation.
  7. The cost of intervention of The Provider’s teams will be fully charged to The Client. At the beginning of the mission, The Provider will draw up a quote according to the requests of The Client or his Service provider. As the audit progresses, The Provider will keep The Client informed of the evolution of the quote according to the evolution of The Client’s requests.
  • Applicable law and regulations

  • Intellectual property rights

        1. Nothing in this Agreement has the effect of assigning or transferring the Intellectual Property rights of The Provider to The Client, or from The Client to The Provider.
  • Right

        1. No violation of a provision of the General Terms and Conditions will be lifted except with the written consent of the Party in non-infringement.
        2. If any provision of this Agreement is determined by a court or other competent authority to be illegal and/or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect. If any illegal and/or unenforceable provision would be lawful or enforceable and any part thereof would be deleted, that part shall be deemed to be deleted and the remainder of the provision shall continue (unless this is contrary to the manifest intention of the Parties, in which case the entirety of the provision concerned shall be deleted).
        3. In the event of a change in the General Terms and Conditions, The Provider must obtain the Express Agreement of The Client for their replacement.
        4. These General Terms and Conditions constitute the entire agreement between the Parties, and supersede all previous General Terms and Conditions, arrangements and agreements between the Parties in this regard.
  • Opinion

        1. Any notice from one Party to the other party under this Agreement shall be sent by registered The Provider with acknowledgment of receipt, in which case the notice shall be deemed to be received upon delivery. The address used must be the address of the registered office. 
  • Applicable laws

      1. In the event of any dispute, controversy or claim arising out of or in connection with these Terms, including, but not limited to, the formation, validity, breach, or termination thereof, the parties will attempt to resolve the matter amicably through mutual negotiations. 
      2. In the event that a mutually acceptable resolution cannot be reached within a reasonable time, either party shall have the right to seek all available remedies, including legal remedies subject to the terms and conditions set out below. 
      3. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any contentious issue to the extent possible under applicable law. 
      4. If an amicable settlement between the parties is not possible, the dispute will be definitively resolved by judicial means or by arbitration as referred to herein subject to the terms and conditions set forth below. 
      5. The United Nations Convention on Contracts for the International Sale of Goods (1980 Vienna Convention) will not apply to these Terms. All matters relating to these Terms that are not expressly or implicitly governed by the provisions contained in these Terms shall be governed by and construed in accordance with the following:
      6. Law and courts applicable by country of The Client’s registered office:

 

European Union 

(Except Luxembourg)

French law and Tribunal de Grande Instance of the city of Paris 
Luxembourg Luxembourg law and Court of Luxembourg City
Switzerland French law and Tribunal de Grande Instance of the city of Paris 
United Kingdom United Kingdom Law and City of London Court
Other Countries French law and Tribunal de Grande Instance of the city of Paris 

 

Appendix 1

 

List of Available Modules

 

  • B4 Diligence Module

This module allows the Client to create and manage several Types of Counterparties. The types of Counterparties available are:

  • Investors in the Client’s products and services
  • Distributors and Capital Introducers of the Client’s products and services
  • Asset available or investment in the Client’s products and services
  • Service providers in relation to the Client
  • Prospects of the Client who have no contractual relationship with the Client.

The “B4 Due Diligence” Module enables you to:

  1. Manage a complete description file of the Client’s Counterparties
  2. Define the information required to know a Counterparty
  3. Propose a questionnaire to get to know the Client’s Counterparties
  4. Screen the Client’s Counterparties and all associated parties
  5. Determining a Counterparty Scoring based on a Risk Matrix
  6. Determine MiFid categorization for Investors 
  7. Manage the secure exchange of information between the Client and Counterparties
  8. Manage periodic checks on Counterparties 
  • B4 Fundraising Module

The “B4 Fundraising” Module enables the management of the Client’s fundraising. To fundraise, the Client must declare and activate the fundraising.  

The Client can close the fundraising at any time. In the event of closing, the Client will still be able to access the data collected during the fundraising but will not be allowed to declare or manage any new subscriptions.

 

 The B4 Fundraising Module includes:

 

  1. A dashboard of current fundraising activities
  2. The availability of a subscription tunnel for each fundraiser
  3. Management of secure exchanges between the Client, its Distributors and its Investors
  4. Management of fund specifications
  5. Management of subscription questionnaires
  • B4 Distributors Module

 

The “B4 Distributors” Module includes :

 

  • Management of Distributors’ distribution agreements
  • Distributor – Client relationship management dashboard
  • (To be released soon) Management of Distributors’ fees
  • B4 Wealth Module

The B4 Wealth Module includes :

 

  1. Management of the Client’s Management Mandate characteristics
  2. Management of the appropriateness of the Client’s investors through the calculation of a risk profile
  3. Management of investment proposals

 

Appendix 2

 

List of Available Options

 

  • B4 Diligence module option

UBO option: automatic retrieval of companies’ beneficial owners from the Registers of Beneficial Owners available in digital form.

 

Screening API option: Provision of the API allowing automatic connection to the screening provider contracted by the Client (if the Client does not contract the Supplier’s Partner Service).

  • B4 Fundraising module option

Direct Debit” option: Provision of a SEPA extraction in ISO20022 format for direct debits of the amounts subscribed.

 

Custodian” option: Provision of a file extraction in PEC standard for the custodian. The extraction will be done per Fund.

 

Training” option: As part of the use of the platform by the Client’s Distributors, the Provider offers training for these Distributors. A training session represents a 1.5-hour course in a videoconference (unlimited participants), or on the Supplier’s premises (maximum 5 participants). Each training course will be subject to a quotation by the Supplier.

 

Distributor Support” option: The Supplier offers access to Support for the Client’s Distributors. This support takes the form of a dedicated telephone line, a dedicated email address and weekly reporting to the Client on the Support activity with the Distributors. 

 

e-Signature API” option: Provision of the API allowing automatic connection to the e-Signature provider contracted by the Client (if the Client does not contract the Supplier’s Partner Service).

 

  • Platform options

On Premises” option: Installation of the Platform on the Client’s infrastructure. 

Luxembourg Hosting” option: Installation of the Platform at a host located in Luxembourg

 

Appendix 3

 

Minimum technical requirements for accessing The Platform

 

  1. Operating system and browser:

Any operating system (Windows, Linux, MacOS) that can run a recent browser: Edge, Firefox, Safari, Opera, Chrome. The use of the application in Internet Explorer is not guaranteed.

  1. Network access and configuration:

High-speed Internet access is required, allowing file transfer, and browsing with a minimum speed of 1Mb/s.

  1. Equipment

The computer protective equipment at the exit of the User’s Internet network (proxy, firewall, etc.) must be configured to allow access in https to The Platform without restriction (Address of the application to be configured in the whitelists of these equipment).

 

Appendix 4 

 

Setup and configuration fees

 

  • Configuration of a “Type of Counterparty”

Configuration includes:

  1. Setting up the questionnaires based on the standard questionnaires provided
  2. Customisation of messages to the counterparty
  • Configuration of a “Fundraising” event

Configuration includes:

  1. Digitisation of fund information, 
  2. Setting up the questionnaires specific to the fund (1),
  3. Digitisation of the subscription form (1),
  4. One hour working meeting with an expert for the digitisation of the subscription form
  • Configuration of distribution agreements

Configuration includes:

  1. Digitisation of Distribution Agreements (1),
  2. The configuration of questionnaires specific to Distribution Agreements (1),
  3. One hour working meeting with an expert for digitising the Distribution Agreements
  • Configuration of the management of mandates

Configuration includes:

  1. Digitisation of the Mandates (1),
  2. The setting of the questionnaires specific to the Mandates (1),
  3. The setting of the suitability and risk profile 
  4. One hour working meeting with an expert for the digitalisation of the Mandate
  5. One hour working meeting with an expert for the setting of the Adequacy and Risk Profile 

 

(1) Based on the paper documents provided by the Customer, the Provider proposes a contract based on the standard available in the Platform. The paper contract will be digitized in two parts:

  • The collection of information and data which is done via the Platform, 
  • The contract which must be signed by the counterparty, via the Signature Module.

 

Appendix 5

 

Providers for Data hosting

 

France

 

SCALEWAY

Simplified joint stock company with a capital of 214,410.50 €

SIREN : 433 115 904 RCS Paris

Registered office : 8 rue de la Ville l’Evêque, 75008 Paris

 

Luxembourg

 

EBRC S

Public limited company with a capital of 9.905.372 €

Registered office: 5, rue Eugène Ruppert L-2453 Luxembourg

SIREN 802 337 303

 

Monaco

 

Monaco Telecom SAM. 

Monegasque public limited company with a capital of 1,687,640 €

Registered with the RCI of Monaco under the number 97 S 03277 

Siège social is located at 4-6 avenue Albert II – 98000 MONACO.

 

Switzerland

 

MTF SCHWEIZ AG

Register number: CH-241.3.002.425-6.

Registered office: Solothurnerstrasse 257,  CH-4603 Olten

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