Investor Agreement
Between :
ENERFIP SAS is a société par actions simplifiée (simplified joint stock company) under the French law with capital of €169,012, registered in the Montpellier Trade and Companies Register under number 804 231 546, with its registered office at 6 rue de Maguelone, 34 000 Montpellier, represented by Julien Hostache, Managing Director
hereinafter "ENERFIP"
on the one hand,
And:
"the Investor" on the other hand,
Hereinafter referred to as "the Parties" or individually as a "Party".
Preamble
The following is set out and recalled beforehand,
Enerfip is an crowdfunding platform, operating under the status of European Crowdfunding Service Provider (hereinafter "ECSP") approved by the Autorité des Marchés Financiers (the French Financial Market Authority) under number FP-20222 and Crowdfunding Intermediary (hereinafter "IFP"), registered with the ORIAS under number 15003274.
Enerfip offers the Investor, under the conditions described in this Contract, several projects in the field of renewable energy or energy transition (the "Project").
The Investor wishes to subscribe to one or more Fundraising(s), to finance one or more Project(s) via a crowdfunding platform, set up by Enerfip via its website.
This Contract is concluded between the Parties for all subscriptions made by the Investor. It is completed, for each subscription, by the documentation specific to the type of Fundraising.
The Contract forms a contractual whole with the General Terms and Conditions of Use of the Site, accepted by the Investor.
Having said this, the following has been agreed,
Definitions
Approved Investor: An Investor who has completed the Know-Your-Client questionnaire.
Banking Partner: legal entity with the status of electronic money institution or payment institution.
Contract: means this Investor Services Agreement.
Contribution: amount of an Investor's subscription to a Senior Debt Issue relating to a Project.
Due Diligence: all the checks, verifications and assessments carried out by Enerfip in relation to the Project prior to Enerfip's decision to offer the Project for financing on its Site.
Electronic Money: monetary value stored in electronic form, representing a claim on the Issuer, which is issued against the remittance of funds for the purposes of payment transactions and which is accepted by a natural or legal person other than the Electronic Money Issuer or the Payment Institution. This is the case for money credited to the Investor Account. One (1) Euro in electronic money represents the same value as a one (1) Euro coin
Enerdeal: platform for the sale and purchase of Securities subscribed to on the Site, accessible on the Passbook.
European Crowdfunding Service Provider (ECSP) : status to which Enerfip is subject in carrying out the activities described in this Agreement for the receipt and transmission and placement of Securities, in accordance with Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of participatory finance services for entrepreneurs.
Fundraising: collection of funds from Approved Investors during an Issue of securities or a Loan by the Issuer on the Site.
Fundraising Ceiling: Amount set by the Issuer and corresponding to the maximum amount that the Issuer wishes to raise via the Site. Subscriptions above this threshold are placed on a waiting list.
Fundraising Failure: status of a Fundraising that has not reached the Minimum Threshold.
Fundraising Objective: Amount set by the Issuer that it wishes to raise via the Site.
Fundraising Term: subscription deadline, at which the success or failure of the Fund-Raising is assessed. The Fund-Raising Term is reached early when the Fund-Raising Ceiling is reached
Gouvernance Area : private area of the "Governance" application, accessible by the Subscriber via the following link gouvernance.fp-a.fr and providing the Investor with the Issuer's regulatory annual legal documents as well as the functionalities for convening and participating, by electronic vote, in general meetings of shareholders or bondholders.
Issuer: a company issuing financial securities (the "Issue"). The Issuer may be the company which has financed a project in the field of renewable energy or energy transition (the Issuer is the Project Sponsor); or the company which has carried out a capital increase to which Investors have subscribed and which has subscribed to the Project offered on the Site (the Issuer is the Intermediary Company).
Intermédiaire en Financement Participatif (IFP) (Crowdfunding Intermediary) : Status to which Enerfip is subject in the exercise of the activities described in this Contract for the intermediation of Free Loans and donations, in accordance with Article L. 548-1 of the French Monetary and Financial Code and controlled by the Autorité de Contrôle Prudentiel et de Résolution (ACPR).
Interposed company: associated company of the Project Sponsor holding all the investments in shares of the Enerfip Investors.
Investor: without further specification, refers to both Registered Investors and Approved Investors.
Investor's Account : electronic purse or online payment account allocated to the Approved Investor at the time of his/her first Subscription and managed by the Banking Partner. This payment account may be associated with "sub-accounts" or "technical accounts" for :
Investments made via accounts administered by the Investor's bank, such as Equity Savings Plans (PEAs or PEA-PMEs) or ordinary securities accounts (CTOs).
Investments made on behalf of the Investor's children (the "child account")
Funds held in escrow as part of Enerdeal or pending release of the Investor's Account in connection with acceptance of changes to the General Terms and Conditions of Use of the Site, mandatory updating of transmitted data, receipt of additional information concerning a transaction in the context of the fight against money laundering, terrorist financing or carried out by a politically exposed person, etc....
Key Investment Information Sheet : document intended for Registered Investors and containing all the information relating to the Project in the context of a Securities Issue, in accordance with Article 23 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of participative financing services for entrepreneurs.
Loan: a free loan granted by a Registered Investor under the conditions defined in Article 7 of Article L. 511-6 of the French Monetary and Financial Code.
Minimum Threshold: amount set by the Project Sponsor above which the Fundraising is considered as a Successful Fundraising
Personal Area: a private area of the Site, accessible to the Investor or Project Sponsor who has created the Personal Area, after identification.
Project Owner Account : electronic purse or online payment account allocated to the Issuer and managed by the Banking Partner. This payment account is associated with a specific sub-account or technical account for each Issue, in order to separate the flows relating to each Issue.
Project Sponsor: legal entity proposing a renewable energy or energy transition project on the Site.
Registered Investor: Investor who has responded to the warning and questions relating to the risks inherent in the type of offers selected by the ECSP.
Securities: shares, bonds within the meaning of Articles L. 547-1 and D. 547-1 of the French Monetary and Financial Code.
Service: refers to all the services provided by Enerfip to the Investor as described in this Contract.
Subscriber: Approved Investor who has signed a Subscription Form to participate in a Fund Raising and who has validly paid up the amount of his/her subscription on a Successful Fund Raising.
Subscription Form: document completed and signed by the Approved Investor and evidencing his/her Subscription to the Issue.
Successful Fund-Raising: Fund-Raising having reached the Minimum Threshold set in the legal documentation specific to each Fund-Raising and for which the Issuer has signed a decision to close and effectively issue the securities.
Summary Sheet: document intended for Registered Investors and containing all the information relating to the Project(s) within the framework of a Loan;
Teaser: simplified presentation of the Project and the Issue
Time-stamping: mechanism by which the Participative Finance Service Provider registers and records the investment on an electronic register by entering the subscription and its amount together with the date and time (hour, minute, second) of validation of the said subscription, which date is deemed authentic in the context of the "first subscribed, first served" principle. The time stamp is recorded at the precise moment when the investor clicks on the "Sign and invest" button preceded by the choice of the subscription amount and payment method (bank card, cheque, transfer or PEA transfer).
Website: website accessible at www.enerfip.eu and meeting the requirements of article 325-48 of the General Regulations of the Autorité des Marchés Financiers (RGAMF).
Purpose
This Contract defines the mutual obligations of Enerfip and the Investor, in compliance with the regulations in force, in particular the French Monetary and Financial Code (hereinafter the "CMF").
Service provided by Enerfip
Definition
The ECSP offers an intermediation and matchmaking service between Project owners and Investors via the Site. This service takes the form of the reception and transmission of orders and the placement of Securities.
These investment services take the form of an online client questionnaire designed to gather the information required to assess the Investor's financial situation, knowledge and investment objectives, the Investor's capacity to incur losses and his/her risk tolerance. Once the Investor has completed this questionnaire, he/she is free to choose the investment he/she would like to make.
Project selection
Enerfip collects all the documents and information required to evaluate the Project from the Project Owners
Enerfip checks the consistency, clarity and balance of the information provided by the Project Sponsor
Enerfip carries out a critical analysis of the Project according to the criteria published on its Site and in particular:
Technical rigour ;
Environmental excellence;
Positive social impact;
The economic viability of the Project and its financial soundness.
Following this analysis, Enerfip carries out an internal valuation of the Project and a study of the risks leading to an evaluation in accordance with its internal procedures.
Only the Projects selected at the end of this procedure are offered to the Investor on the Site.
Decision to offer Projects on the Site
The decision to propose the Project on the Site is taken by the Project Selection Committee
Enerfip proposes to the Investor a selection of several Projects on the Site
For each Project that is the subject of a Securities Issue, the Investor has access to at least the following information in his Personal Area:
a description of the business and of the Project, including projected business data;
the accounts for the last three (3) financial years for which the accounts have been closed and or the assets/liabilities ratio following the date of creation of the company;
an organisational chart of the management team and shareholders, enabling the ultimate economic beneficiaries to be identified;
information on the level of shareholding to which the Project Sponsor's managers have themselves committed in the context of the proposed offer;
full information on all the rights attached to the securities offered in the proposed offer (voting rights, financial rights and information rights);
full disclosure of all rights (voting, financial and information rights) attached to securities and classes of securities not offered in the proposed offer and the classes of beneficiaries of those securities;
a description of the provisions in the bylaws or an agreement organising the liquidity of the securities or an explicit statement that no such provisions exist;
the conditions under which copies of entries in investors' individual accounts in the books of the Issuer, evidencing ownership of their investment, will be delivered;
a description of the risks specific to the business and the Project;
a copy of the reports of the corporate bodies to the general meetings of shareholders for the last financial year and the current financial year and, where applicable, a copy of the report(s) of the statutory auditor(s) for the last financial year and the current financial year;
This information is set out for each Project in a Key Information Sheet, which can be downloaded from the Site.
For each Project which is the subject of a Loan, the Investor has access to at least the following information via the Summary Sheet in their Personal Area:
a presentation of the project owner and, by means of an appropriate notice, the project itself as well as the analysis of the project with regard to Enerfip's selection criteria;
the project's financing plan, indicating the total amount to be financed, any self-financing, the nature and amount of any other loans and the existence of any subsidies.
the existence or otherwise of insurance on the loan applied for and, where applicable, the real or personal sureties guaranteeing this loan.
The Project is also presented in the form of a summary presentation on the website (the "Teaser").
Investors may submit written questions about the Projects by email to investisseurs@enerfip.eu, using the contact form, their internal messaging system or on the comments page for each Project.
Presentation of the Issue or Loan to Investors
On its Website, Enerfip provides Investors with a presentation of the Senior Debt Issue, prepared in accordance with Article L. 411-2 2° of the French Monetary and Financial Code
The presentation includes in particular:
A Fund-Raising Objective
A Minimum Threshold
A subscription period;
It also includes the main financial characteristics of the forthcoming Senior Debt Issue.
Enerfip provides the Investor, on its Website, with a presentation of the characteristics of the Loan in accordance with Article R. 548-7 of the French Monetary and Financial Code.
The Issue and the Loan are also summarised in the Teaser.
Modification of the Project
Enerfip immediately informs the Investor of any modification to the Project, any new fact, or the discovery of an error or inaccuracy in the Key Investment Information Sheet or the Summary Sheet, likely to have a significant influence on the subscription decision and occurring during the Subscription Period.
Enerfip will send Approved Investors who have participated in the Fund-Raising an e-mail informing them of the change that has occurred and of the possibility of cancelling their Subscription in accordance with the procedures specified in the e-mail.
Subscription to an Issue or Loan relating to a Project
After reading all the information about the Project, the Investor may choose to subscribe to an Issue or a Loan
The minimum amount of the Contribution is set by the Fundraising Terms and Conditions and may not be less than ten euros (€10).
Validation of the Customer Information Questionnaire
Subscription to a Senior Debt Issue is subject to Enerfip's validation of the Know-Your-Client Questionnaire. This compliance procedure (more commonly known as "Know Your Customer" or "KYC") is imposed by the Regulator as part of the fight against terrorism and money laundering. To this end, the investor must also provide Enerfip with valid proof of identity (passport or national identity card and equivalent depending on the country of nationality or residence permit only) as well as a second proof of identity (passport or national identity card and equivalent depending on the country of nationality or residence permit only if they have not been provided for the first proof of identity or driving licence, birth certificate, family record book or marriage certificate if applicable) before their subscription is definitively validated. Proof of address may also be requested (the list of accepted documents can be consulted on the Site).
Selecting the Investor Account
The Investor selects the Investor Account (including sub-accounts) through which he/she wishes to subscribe.
Special case of phased fundraising and supporting documents
If the Project concerned by the Subscription is subject to a geographical restriction, the Investor must prove that he/she actually resides in one of the departments indicated
If the Investor has not provided proof of residence at the time of Subscription, the Investor undertakes to send proof of residence within three (3) days of signing the Subscription Form
In the same way, when the Project is made up of several phases with specific investment criteria, relating in particular to residence in one or more specific communes, being an employee of a company, etc., the Subscription cannot be validated if Enerfip does not have the documents proving eligibility for the phase subscribed to, provided within three (3) days of the Subscription Form being signed.
The Investor must certify that his supporting documents are up to date before each new Subscription.
Subscription amount
The Investor then enters the amount he/she wishes to subscribe within the range of the minimum and maximum Subscription amounts indicated.
Documentation
By double-clicking, the Investor confirms that he/she has read the Key Investment Information Sheet.
Electronic signature of the Subscription Form
Once all the steps set out in 6.1., 6.2., 6.3. and 6.4. have been validated, the Investor reads the electronically generated Subscription Form. On this same page, the amount and terms of subscription to the Project are listed
The Investor must then accept each statement, which includes, in particular
The number of financial securities subscribed;
The amount of the Subscription in figures and words as well as the terms of payment;
That they have read the Key Investment Information Sheet; and
That they certify on their honour that they reside in a département eligible for the Subscription
Other information may be added to the above depending on the terms and conditions of each Project, which the Investor must accept, such as "partnership agreement", "powers of attorney", etc...
In the event that the Investor has initiated a subscription without signing the subscription form, the subscription only initiated may be cancelled by Enerfip within two (2) days of the initiation of the subscription.
Fundraising subscriptions opened before 23 December 2022
Due to changes in the regulation of participative financing services, Fundraisings opened before 23 December 2022 were carried out in accordance with the legal status of a Participative Investment Advisor. The terms and conditions of subscriptions to these Fundraisings therefore remain subject to the regulations applicable to Participative Investment Advisers.
Cooling-off period for investors qualified as "uninformed investors" within the meaning of Regulation (EU) 2020/1503
An Investor qualified as an uninformed investor within the meaning of Regulation (EU) 2020/1503 is entitled to a cooling-off period of four (4) calendar days from the date of signing the Subscription Form, whether or not the Investor has paid for the subscription. Before the expiry of this period, the Investor must send notice of withdrawal by e-mail to the following address: investisseurs@enerfip.eu.
In accordance with Regulation (EU) 2020/1503, the Investor's withdrawal within the given period is not subject to any justification or penalty.
Release of the Contribution
The Investor pays his Contribution simultaneously:
by bank card (secure payment on the Site, with the help of the Banking Partner) ;
by bank transfer from their personal bank account;
by transfer from his Investor's Account
Contributions of less than two hundred euros (€200) must be paid by bank card. Contributions in excess of two thousand euros (€2000) must be paid by bank transfer.
The Subscription is only validated by Enerfip if the corresponding Contribution is credited to the Investor's Investor Account within ten (10) working days. If the amount of the Contribution is not received within the specified time, the subscription may be invalidated at Enerfip's discretion
The funds released by the Investor are not held by Enerfip but by the electronic money institution or the payment institution.
As an exception to the above, the Contribution may be paid by cheque at the investment offices.
Payment of Subscribers' funds to the Project Sponsor
The Contribution transferred by the Subscriber is credited to the Project Sponsor Account opened by the Banking Partner in its books.
Withdrawal of funds paid into the Account
Enerfip reserves the right to block the withdrawal of funds contained in the Passbook by the Investor if the total amount of withdrawals exceeds the sum of the capital repaid and the gains received by the Investor
If the funds in the Account are blocked, the Investor must contact Enerfip's customer service by telephone at (+33)0411934111 or by e-mail at investisseurs@enerfip.eu in order to be able to withdraw the desired amount from his/her enerfip.eu Account.
Enerfip's customer service will then carry out enhanced checks on the Investor's identity and the capital flows envisaged by the Investor in order to avoid any risk of swindling, fraud, money laundering or terrorist financing.
Handling and monitoring of subscription forms and Credit Agreements
In accordance with its internal procedures, Enerfip receives, centralises and time-stamps Subscription Forms and Credit Agreements.
It checks the content, monitors the release of the subscription price and manages cases of under-subscription (Fundraising Failure) or oversubscription (Waiting List). Enerfip then sets up, if necessary and in any event before the Fund-Raising Deadline, a waiting list, still on a "first subscribed, first served" basis and using the same Time-Stamping system
Waiting subscribers then have the following options:
split subscription mechanism: the investor accepts that Enerfip can split the amount of their subscription to reach the fundraising ceiling and indicates the minimum amount they wish to invest;
all-or-nothing" subscription mechanism: the investor chooses to invest only the full amount of their subscription and refuses any partial subscription
Once all the payments have been received, corresponding to an amount strictly between the Minimum Threshold and the Fundraising Ceiling, Enerfip closes the waiting list if applicable.
Enerfip draws up the final list of subscribers and communicates it to the Issuer or the Borrower.
Registration of Notes in securities accounts or registers
If it has been appointed to do so by the Issuer, Enerfip will register the Notes in the Issuer's registers
If Enerfip has not been appointed by the Issuer to do so, the Issuer will manage the creation and maintenance of the register.
End of the Fundraising Period
At the End of the Fund Raising, Enerfip immediately notifies the Subscriber of the Success or Failure of the Fund Raising
If the Fund Raising is unsuccessful, the Subscriber is free to dispose of the Contribution, which is credited back to his Investor's Account by the Banking Partner.
Project monitoring
Enerfip provides Subscribers, on the Site, with updates relating to the Project, particularly in the event of an important event relating to the Project
It also sends regular newsletters and notifications relating to the Project to Investors who have expressly agreed to receive them
In general, Enerfip ensures that the interests of subscribers are not prejudiced.
Monitoring of Loan projects, obligations
On each payment due date, Enerfip follows up with the Project Sponsor to ensure that the payment is being made correctly. Enerfip makes available to the Subscriber, on its Personal Area, any documents communicated by the Project Sponsor relating to these due dates
At least once a year, the Issuer or Borrower provides Enerfip with essential information relating to the monitoring of the Project and authorises Enerfip to communicate all or part of this information to Subscribers who have consented to receive it.
Monitoring projects in action
At least once a year, the Issuer shall communicate to Enerfip the essential information relating to the monitoring of the Project and shall authorise Enerfip to communicate all or part of this information to the Subscribers who have consented to receive it.
Before each general meeting of the Project Sponsor, and whether the investment of the subscribers has been made directly or through an intermediary Company, Enerfip makes available to the Investors, on their Governance Space, all the information necessary for the assessment of their investment and in particular the auditor's report to the partners approving the accounts and the information referred to in Article R. 225- 83 of the Commercial Code.
Enerfip allows Subscribers to take part, via their Personal Area, in an online consultation on the draft resolutions submitted to the general meeting of the project holder. The results of this consultation are available on the Governance Area.
Representation of Subscribers during collective proceedings
By this Agreement, the Subscribers delegate to ENERFIP the power to represent them in their rights in the event of the opening of collective proceedings (sauvegarde judiciaire within the meaning of Articles L. 621-1 et seq. of the French Commercial Code, redressement judiciaire within the meaning of Articles L. 631-1 et seq. of the French Commercial Code or liquidation judiciaire within the meaning of Articles L. 641-1 et seq. of the French Commercial Code) against the Issuer, irrespective of the Securities issued at the time of the Fundraising.
Obligations of the Investor
Registration Process
In accordance with the French Data Protection Act No. 78-17 of 6 January 1978, as amended, known as the "Informatique et Libertés" Act, the European Data Protection Regulation (RGPD) No. 2016/679 and Enerfip's Privacy Policy, prior to registration, the Investor freely consents to the use of the data he/she provides to Enerfip;
The Investor registers on the Site, by providing his/her surname, first name and a valid e-mail address.
In order to have access to the information provided for in 2), 3) and 4) of Article III of this Contract, the Investor accepts the General Terms and Conditions of Use of the Site. He/she also acknowledges the risks to which he/she is exposed and expressly accepts them.
Approval process
Prior to any subscription, the Registered Investor completes a questionnaire including identification details and details of his/her financial situation
If the Registered Investor opens an Investor's Account for a third party (i) on whose behalf he/she is authorised to act (e.g. a parent for his/her minor child), he/she provides all the identification information relating to this third party and certifies that he/she has the necessary capacity and authorisations to act on behalf of the third party; (ii) on whose behalf he/she is not authorised to act (e.g. a parent for his/her adult child), he/she provides the e-mail address of the third party, who must create a Personal Space on Enerfip in accordance with the terms and conditions set out in this Article IV.
Validation of the questionnaire by Enerfip gives the Investor the status of Approved Investor.
Subscription process
Before any subscription, the Approved Investor also certifies that he/she has read the Key Investment Information Sheet or the Summary Sheet available on the Site. Enerfip will not process the Investor's Contribution until it has received this attestation
The Approved Investor accepts this Agreement, and completes a Subscription Form or a Credit Agreement in accordance with the terms and conditions set out in Article III, 5°) of this Agreement.
The Approved Investor also accepts that, notwithstanding the regulations in force, the method of convening general meetings of the Issuers of which it owns Securities is, by default, by electronic means, to the address registered at the time of its registration with Enerfip. You may manually change this preference to postal delivery in your dedicated governance area.
Information provided
The Investor undertakes to provide only accurate information to Enerfip. In the event of misleading information being provided, Enerfip declines all responsibility with regard to the suitability of the Investment made by the subscriber
The Investor undertakes to provide, without delay, proof of the economic value of the transactions carried out or any other element enabling the origin of the funds to be justified in accordance with the regulations relating to the fight against money laundering and the financing of terrorism.
Investors are also required to update their personal information on their Personal Space, in particular their identity documents and proof of address. The Investor accepts that the personal information provided to Enerfip may be provided by Enerfip to the Issuer or the Borrower, in accordance with applicable regulations, for the purposes of maintaining its records.
Transfer of Notes subscribed via Enerfip
Lock-up Period
Securities subscribed for via Enerfip may only be transferred by the Investor after a period of six (6) months from their Issue, subject to the provisions of the documentation specific to the Issue.
Terms and conditions of sale of Notes subscribed via Enerfip
In the event of the sale of Securities subscribed via Enerfip, the Investor undertakes to inform Enerfip, the Project Sponsor and, where applicable, the Intermediary Company, of the sale and to provide them with all the information required to keep the Issuer's records (including the number of securities sold, their price and the identity of the transferee);
Information is provided by any means, subject to the Investor providing proof of completion of the formality and within eight (8) days of the sale of the Securities.
Ownership is transferred :
when the transferee is entered in the Registers of the Issuer, by the Issuer or by Enerfip if Enerfip has been appointed by the Issuer;
if the assignment is made in a shared electronic registration system, when the assignment is registered in the system.
Knowledge of risks
The Investor acknowledges that he/she is aware of and accepts the risks relating to the Projects offered on the Site: risk of total or partial loss of the capital invested, risk of illiquidity (resale of the securities acquired uncertain or impossible). The Investor is aware that the return on investment depends on the success of the Project
The Investor acknowledges that he/she is not making any banking or financial solicitation as defined in Article L. 341-1 of the CMF.
Confidentiality and non-disparagement
Investors have access to detailed information relating to Project Holders. All information relating to the Projects, the Senior Debt Issues and the Project Owners, whatever its nature and/or medium, must be considered and treated as confidential (hereinafter referred to as "Confidential Information") for as long as such information has not fallen into the public domain
Consequently, Investors undertake not to disclose all or part of the Confidential Information to third parties and not to use it for any purpose other than the study of the opportunity to invest in the Projects.
Investors also undertake not to denigrate the Project Sponsor in any way whatsoever and not to breach their obligation of contractual loyalty, in particular by disseminating information on the Internet, social networks, in the press or by any other means whatsoever.
Enerfip's obligations
Compliance with applicable standards
Enerfip conducts its business in compliance with the applicable legal and regulatory framework, and in particular Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of participatory finance services for entrepreneurs
In particular, Enerfip behaves loyally and acts fairly in the best interests of Investors, Project Holders and Issuers or Borrowers. It carries out its activities with due skill, care and diligence and has the necessary procedures and resources to carry out its activities.
Personal data
Storage of personal data
Enerfip has appropriate technical resources and secure archiving tools. It retains the documents relating to this Contract, as well as the Send-Out Contract, for a period of five (5) years from the end of this Contract.
Protection of personal data
In accordance with Act no. 78-17 of 6 January 1978 on Data Processing, Data Files and Individual Liberties, as amended, known as the "Data Protection Act" and, as of 25 May 2018 in accordance with the European Regulation on the Protection of Personal Data (RGPD) no. 2016/679, the Investor is hereby informed that ENERFIP, as data controller, processes certain personal data or data of any natural person concerned as part of the performance of the service
The use of this data, collected directly from the Investor, is strictly necessary for the performance of the services detailed in this Contract
This data is used at all times in accordance with current data protection legislation and in compliance with the purposes set out below. The sole purpose of the data collected and processed by ENERFIP is to enable ENERFIP to manage and monitor the contractual relationship and to execute this Contract. The personal data processed by ENERFIP is intended to assess the Investor's financial situation, knowledge, investment objectives and capacity to incur losses as well as the Investor's risk tolerance
The personal data processed by ENERFIP is not transferred outside the EU
ENERFIP implements state of the art security measures to ensure the security, integrity and confidentiality of the Investor's personal data collected for the time necessary for their processing, in accordance with applicable law.
The Investor has a right of access, rectification, additional information and opposition, under the conditions set out in the Data Protection Act, with ENERFIP at the following address: 6 rue de Maguelone, Montpellier (34000).
In addition, since 25 May 2018, the date on which the RGPD came into force, the Investor has had a right of portability, if applicable, of deletion and limitation
It is specified that the Investor remains the owner of its databases and data including personal data.
Confidentiality
Subject to the provisions of Article VII, Enerfip refrains from communicating and exploiting, outside its mission, for its own account or for the account of others, information relating to the client that it holds by virtue of its functions, pursuant to Article 325-66-1 of the RGAMF.
Enerfip ensures the confidentiality of documents, information, data and communications provided by the Investor, whatever the medium, throughout the duration of this Contract and for a period of five (5) years from the termination thereof.
This confidentiality obligation applies without prejudice to the provisions of this Contract and any legal exceptions.
Limitation of liability
Enerfip is only bound by an obligation of means under this Contract.
Enerfip is not responsible, and cannot be held liable for any compensation to the Investor, in the event of modification or cancellation of the Project, in the event of Failure to Raise Funds, or in the event of difficulties arising during the Issue or its monitoring.
Within the limits provided by law, Enerfip's liability in the event of total or partial non-performance, or delay in performance, may not exceed an amount equal to five hundred (500) euros for the entire period of performance hereunder.
Remuneration
No fees are charged to the Investor. However, Enerfip reserves the right to charge a fee of one euro (€1) per transfer made to the Investor's Account of less than one hundred euros (€100). Similarly, Enerfip reserves the right to deduct a fee of one euro (€1) for each electronically signed Subscription Form equal to or greater than two thousand five hundred euros (€2,500) for which the funds have not been paid up at the end of the Fund Raising
Enerfip's remuneration consists of a percentage of between 2.5% and 6% of the amount of the Fund Raising invoiced to the Project Sponsor. This percentage also includes bank charges
In addition to the 2.5% and 6%, legal fees and the costs of handling subscription forms and registering the Securities in a securities account and in the Register are borne by the Project Sponsor. The costs of setting up and managing the Subordinated Company are, where applicable, borne by the Subordinated Company. Details of these costs are available to the Investor on request from Enerfip.
In the event of a change in the pricing conditions, this will only take effect for future Fundraisings. The Investor is duly informed and expressly accepts the change.
Conflicts of interest
Enerfip has a Conflict of Interest Management Policy. This policy consists of implementing organisational measures and procedures to detect and manage conflicts of interest that may arise in the context of the services offered by Enerfip as a Participatory Finance Service Provider, in accordance with Article 8 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of participatory finance services for entrepreneurs.
Furthermore, Enerfip is likely to receive contributions of Investors from entities of the Crédit Agricole Group, whereas Sofilaro, a subsidiary of the Caisse Régionale de Crédit Agricole Mutuel du Languedoc, is a shareholder of Enerfip. Where appropriate, business contributions will be governed by an agreement and remunerated. In the case of a business contribution concerning an Investor, the latter will be informed of the agreement binding the Crédit Agricole Group entity and Enerfip and of the fact that a remuneration exists for this contribution.
Personal data
Enerfip processes the personal data of its customers, individual investors, in order to provide the participatory financing service and to comply with its legal and regulatory obligations.
The Investor, in order to access the status of Registered Investor, consents in a free, informed and unequivocal manner to the collection of personal data concerning him/her. Proof of this consent is automatically archived in the Investor's Personal Space
In accordance with the applicable regulations and for the proper performance of the Service, Enerfip is authorised and the Investor consents thereto, to transmit the personal information communicated by the Investor (i) to the Issuer of the securities subscribed to by the Investor or to the Borrower, (ii) to the Banking Partner as part of the monitoring of cash flows linked to the Fund Raising, as well as, where applicable, in the event of extinctive management and (iii) to certain Enerfip service providers (server manager, customer service management provider, e-mailing service providers).
All of the parties' reciprocal rights and obligations are set out in the confidentiality policy accessible on the Site.
Duration
This Contract is established for the entire duration of the Service. It therefore applies, in the absence of termination, (i) in the event of an Issue, until the maturity date of the Securities, or, (ii) in the absence of an Issue, until the Fund Raising Term.
Amendments
Enerfip may amend this Agreement at any time
Once the amendment has been made, Enerfip will inform the Investors electronically. Investors are informed by electronic signature
All Investors are required to refer to any amendment.
Any legislative or regulatory provisions that make it necessary to amend all or part of the Contract will be applicable from the date they come into force, without prior notice.
Termination
This fixed-term Contract may only be terminated in the event of a serious breach by one of the Parties of one of the obligations arising from this Contract or from Enerfip's General Terms and Conditions of Use, making it impossible to continue the contractual relationship. More broadly, in the event that this fault or negligence is such as to jeopardise, in particular, the relationship of loyalty and sincerity between the parties and, more broadly, the existing contractual relationship.
The request for termination must be made in writing, stating the reasons, and the other party has the right to respond within a maximum of ten (10) working days. The parties may agree either to terminate or to continue the contractual relationship, with the party at fault being responsible for repairing the damage caused by its fault or negligence. After a period of ten (10) working days, the contract will be deemed to have been terminated
The PSFP's fees, bank charges and lawyers' fees, as provided for in Article VI of this Contract, will be retained by those who have received them.
Imprévision
Pursuant to Article 1195 of the French Civil Code, if, during the performance of the Contract, a change in circumstances unforeseeable at the time the Contract was entered into makes the performance of its obligations excessively onerous for a party, it may request a renegotiation of the Contract
This party must continue to perform its obligations during the request for renegotiation of the Contract
If the renegotiation fails or is refused, the Parties may either agree to terminate the Contract or decide by mutual agreement to ask the judge to adapt the Contract.
If the Parties do not agree to apply to the court to adapt the Contract within a reasonable period of time, either Party may apply to the court. The judge may revise the Contract, terminate it by ordering its cancellation or reject the request for adaptation.
Applicable law - Jurisdiction
This Contract is subject to French law and any disagreement or dispute relating to this Contract will, in the absence of an amicable agreement, be submitted to the courts within the jurisdiction of the Court of Appeal of Montpellier.
Interpretation of the Contract
Titles
The headings of the articles contained in the Contract are for convenience only and shall not be used to control or affect the meaning or interpretation of the provisions of this Contract.
Entirety
The Parties agree that the provisions contained in the Preamble and in the appendix hereto, as well as the General Terms and Conditions of Use of the Site, form an integral part of the Contract and constitute the entire agreement of the Parties with regard to its subject matter
The Agreement replaces all letters, declarations, undertakings and drafts prior to the signing of this Agreement and having the same purpose as the Agreement.
Autonomy of the contractual stipulations
Should one or more of the provisions of this Agreement be or become illegal in any way, the validity, legality or application of the other provisions hereof shall not in any way be affected or impaired thereby. The Parties undertake to use their best endeavours to replace any invalid or void provision with a new provision enabling the technical and economic balance of this Contract to be maintained.
Agreement of proof
Electronic recording constitutes proof between the parties. The double click proves the commitment of the Parties.
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