ARTICLE 1. CONTENT AND SCOPE OF THESE GENERAL CONDITIONS
These general conditions of sale apply automatically to the services offered by the company VENTURE DEAL within the framework of its activities, the details of which are available on its website available at the address:
www.venturedeal.fr
They apply to the exclusion of all other conditions.
Any registration on this website implies unreserved acceptance of these general conditions of use which prevail over all other conditions, with the exception of those which have been expressly accepted by the service provider.
The version of these general terms and conditions applicable to the relationship with the consumer is the one in force on the date of their registration on the platform and then, subsequently, during each connection.
The customer declares to have read these general conditions of use and to have accepted them before registering on the platform.
ARTICLE 2. PURPOSE
This document constitutes the T&Cs, it defines the terms and rules of use of the Service by the User.
The Service is offered by VENTURE DEAL, via its website www.venturedeal.fr.
The Service allows Assignors to access qualified Assignees whose profile (skills, experience, solvency, equity contribution) is regularly checked by the Platform, and Assignees to identify assignment files (shares or shares, goodwill, assets) exclusively in the digital universe (digital). The Platform connects Users with each other, offers them a secure environment, tools and services, in order to better negotiate and achieve a transfer-recovery transaction.
ARTICLE 3. REGISTRATION
a) Terms
A User can use the Platform as Assignor or Assignee, or even Assignor and Assignee at the same time.
Access to the Service offered by VENTURE DEAL is subject to prior registration by the User on the Venture deal website accessible at www.venturedeal.fr.
When registering, the User undertakes to provide the information requested in an exact and complete manner.
Registration can be free or “PREMIUM”. This last option offers extended services and the full functionality of the website and is subject to a paid subscription under the conditions of article 5 of these general conditions of use.
In order to become PREMIUM, the Registered User must make the request to VENTURE DEAL, via his account and provide additional information:
VENTURE DEAL reserves the right, after verification and analysis of the information provided, to accept the application for "PREMIUM" approval.
For the purposes of applying these general conditions, VENTURE DEAL will carry out all useful checks as to the identity of the Users.
To this end, the User, at the time of registration, must provide a copy of identity documents (identity card, passport, driving license).
In the event that the information provided by a User is inaccurate or incomplete, VENTURE DEAL reserves the right to suspend the User's access to the Service.
The User is already informed and accepts that the verification of the information communicated can be carried out via the STRIPE IDENTITY tool.
This suspension may be, at the discretion of VENTURE DEAL, permanent or provisional.
Each User must ensure that they keep their access password to the Service confidential.
b) Effects
Registration thus allows the User to obtain an account allowing him to:
- As Assignor: subject to acceptance by VENTURE DEAL, to offer its right to the lease, its goodwill or its business or parts thereof, for sale to the community of Assignees active on the Platform .
- As a “PREMIUM” Assignee: to access business for sale, subject to authorization by the Platform and/or the Assignor. A User undertakes to provide accurate, complete and up-to-date information.
The non-premium Registered User will only have access to a limited portion of the services offered by VENTURE DEAL.
In any case, the User agrees to use the Service only for the purpose of taking over or transferring a right to the lease, a business or a company.
Any attempt to use the Service for another reason is sanctioned by permanent exclusion from the Platform.
ARTICLE 4. OPERATION OF THE PLATFORM
a) Seller User
After registering, the Seller User must fill in the characteristics of the asset he wishes to sell, if necessary by communicating a K-Bis of less than 3 months, as well as communicating all the financial information, commercial and technological necessary for the full information of any potential assignee.
After verification by VENTURE DEAL of the reality and relevance of the information thus communicated, the list of assets proposed by the User.
The User recognizes and accepts already by accepting these general conditions that in the event of non-compliance between the information communicated by the User and the verification carried out by VENTURE DEAL, the latter reserves the right to reject the submitted list.
In the event of a compliant verification, the list submitted by the Seller User will be anonymized and then offered to premium members.
The interested premium member may then request to be put in direct contact with the Seller User, who may either accept the contact request or refuse it.
In the latter case, no additional information will be transmitted to the premium member at the origin of the contact request.
In the event of acceptance of the contact, the information of the Seller User is transmitted to the interested premium member and the Users concerned will be able to exchange directly via the means of communication made available to them by the VENTURE DEAL platform.
In the event of an agreement, a Letter of Intent or a firm offer may be formalized between the parties, directly via the VENTURE DEAL platform.
The Seller User will then have the choice to accept or refuse the signing of the Letter of Intent or the offer. In such a case, the transaction will be closed.
In case of acceptance, the parties will be redirected to a partner of VENTURE DEAL, to finalize the formation of the agreement and the assignment.
b) Buyer User
The registered but non-premium Buyer User has only limited access to the lists of companies for sale listed on the VENTURE DEAL website.
The registered “PREMIUM” Buyer User has access to all of the companies listed and anonymized information concerning them, so as to be able to select the Seller User that interests him.
Once their choice has been made, the “PREMIUM” Buyer User may request contact with the selected Seller User.
In the event of acceptance of the contact by the Seller User, the latter's information is transmitted to the "PREMIUM" Buyer User and the Users concerned will be able to exchange directly via the means of communication made available to them by the VENTURE DEAL platform.
In the event of refusal by the Seller User, no additional information will be sent to the “PREMIUM” Transferee User at the origin of the contact request.
In the event of an agreement, a Letter of Intent or a firm offer may be formalized between the parties, directly via the VENTURE DEAL platform.
The Seller User will then have the choice to accept or refuse the signing of the Letter of Intent or the offer. In such a case, the transaction will be closed.
If accepted, the parties will be redirected to a VENTURE DEAL partner, to finalize the formation of the agreement and the sale.
ARTICLE 5. SUBSCRIPTION AND COMMISSIONING
a) Subscription
The Registered User wishing to become a "PREMIUM" Assignee and having obtained the approval of VENTURE DEAL must pay a subscription.
This subscription can be paid monthly or annually, by transfer to the STRIPE account of the company VENTURE DEAL.
The amount of the subscription is 390 euros including tax per year, or 39 euros including tax per month if the monthly payment is chosen.
The subscribed User may request the termination of his subscription at any time.
However, any month or year of subscription started is due.
However, the subscription is not renewed at the end of the monthly or annual period.
b) Commission within the framework of the connection with a third party knowing
In their negotiations via the Platform, Users remain free to seek outside legal advice. Each party bears the fees of its counsel.
ARTICLE 6. SUSPENSION AND TERMINATION OF AN ADVERT BY A SELLER
Sellers may suspend their advertisement on the Platform at any time, it then becomes immediately invisible to Buyers.
Sellers may terminate their listing on the Platform at any time:
• either with immediate effect,
• or for a date scheduled in advance (registration of the termination with delayed effect in time).
The termination entails the invisibility of the assignment list to the Buyers present on the Platform.
The data entered is nevertheless kept on the VENTURE DEAL servers for a period of 5 years.
ARTICLE 7. RULES OF CONDUCT FOR BUYERS
The Use of the Platform by a Buyer, and more precisely the access to the Data Room of a file or the connection with a Seller, requires having previously completed a Buyer Form.
Without a minimum of information disclosed on the Buyer's experience and profile, as well as the means (own funds) available to him or the company he represents for the takeover or external growth project, access to the files selling is not allowed. The Platform is based on a principle of loyalty:
A Buyer interested in a file must be able to:
• demonstrate the experience and expertise necessary to take over the Target.
• finance the recovery of such a Target.
VENTURE DEAL remains the sole judge to decide whether or not a Buyer is authorized to access a file. VENTURE DEAL reserves the right to require proof of equity contribution (certificate or letter from a banker or chartered accountant, balance sheet, copy of an account or investment statement) at any time. .
For access to certain files, the parallel signature of a letter of confidentiality, dedicated to the file in question, is mandatory.
Finally, VENTURE DEAL reserves the right to edit and modify a Buyer's File at any time, mainly for questions of formatting, syntax or spelling.
When information communicated by an Assignee via another channel (conversation, email, website, etc.) constructively sheds light on the Buyer's takeover project, VENTURE DEAL may also take the liberty of adding certain information to its Buyer File.
In such a case, the Buyer receives an alert informing him that his Buyer File has been updated via the email he communicated when registering.
ARTICLE 8. PROTECTION OF SENSITIVE DOCUMENTS TRANSMITTED BY BUYERS TO THE PLATFORM
As part of the Buyer qualification process, VENTURE DEAL is required to receive documents (accounting statements, tax returns, account statements, letters of recommendation, curriculum vitae, etc.) from Candidates for access to a Data Room.
The main purpose of transmitting these documents is to get an idea of the Buyers' equity capacity and the adequacy of this with the sale price of the Target studied.
These documents are never transmitted by VENTURE DEAL to a third party. They are treated confidentially and stored on a secure server to which only VENTURE DEAL has access.
These documents are only used for the sole purpose for which they are requested by VENTURE DEAL, namely a qualification process allowing access to a Data Room.
ARTICLE 9. NON-EXCLUSIVITY OF NEGOTIATIONS
In the absence of a Letter of Intent which specifically stipulates a period of exclusive negotiations, the discussions initiated via the Platform, between a Seller and a Buyer, are non-exclusive by default.
ARTICLE 10. OBLIGATION TO INFORM THE PLATFORM IN CASE OF SALE
Any Seller User is obliged to inform the Platform of any sale he may have made, within 15 days following the signing of the final deeds of transfer, whether or not this sale has been concluded with a Buyer. of the Platform, so that VENTURE DEAL can withdraw the listing.
ARTICLE 11. INTELLECTUAL PROPERTY
Any use in any way whatsoever by the Customer of the distinctive signs belonging to the company VENTURE DEAL or to any third party partner is strictly prohibited, except with the prior written consent of the latter.
The content and structure of the Site are reserved under copyright, as well as under intellectual property and this for the whole world.
As such, and in accordance with the provisions of the Intellectual Property Code, only use for private use, subject to different or even more restrictive provisions of the Intellectual Property Code, is authorized.
Any reproduction or representation, total or partial, of any content present on the Site (in particular any text, image, iconographic or photographic representation, brand or logo) for any purpose and on any medium whatsoever is prohibited.
Failure to comply with this prohibition constitutes an infringement which may engage the civil and criminal liability of the counterfeiter.
None of the provisions of these General Conditions of Sale may be interpreted as conferring on the Customer a license on any intellectual property right.
ARTICLE 12. MAJOR FORCE
VENTURE DEAL disclaims liability for any breach of its contractual obligations in the event of force majeure or fortuitous events, including, but not limited to, disasters, fires, internal or external strikes, internal or external failures or breakdowns. , and in general any event that does not allow the proper execution of orders.
ARTICLE 13. APPLICABLE LAW AND COMPETENT JURISDICTION
These General Conditions are subject to French domestic law, excluding any international convention.
In the event of a dispute relating to these General Conditions or to the provision of the service by VENTURE DEAL, the parties will try as far as possible to resolve their dispute amicably.
In the absence of an amicable agreement, the competent Court is that of the place of residence of the defendant.
ARTICLE 14. USE OF THE CONSUMER MEDIATOR
If you are a "consumer" within the meaning of the preliminary article of the Consumer Code, you must first send us your complaint directly through the Site's contact form by selecting the subject "Complaint".
If this attempt fails, you may have recourse to a conventional mediation procedure or to any other alternative dispute resolution method and in particular by having recourse, free of charge, within one year of your complaint, to the consumer mediator. competent according to the provisions of Title 5 of Book I of the Consumer Code:
Mediator of the Professional Federation of e-commerce and distance selling (FEVAD)
60 rue de la Boétie – 75008 PARIS
mediateurducommerce@fevad.com
https://www.mediateurfevad.fr
In order to resolve your dispute, you can access the European online dispute resolution platform provided for in Regulation (EU) No 524/2013 of 21 May 2013 on the online settlement of consumer disputes, in particular cross-border disputes, by following the link http://ec.europa.eu/consumers/odr/.
If this mediation fails, or if you do not wish to use it, you remain free to submit your dispute to the competent courts.