PREAMBLE

WE INVITE THE CLIENT TO READ CAREFULLY THE GENERAL TERMS AND CONDITIONS RELATING TO THE FAKTUS SERVICE (TERM DEFINED HEREAFTER) BEFORE SUBSCRIBING TO ANY SUBSCRIPTION OR FINANCING REQUEST.

THESE GENERAL TERMS DEFINE THE CONDITIONS AND LEGAL OBLIGATIONS RELATED TO THE SUBSCRIPTION TO THE FAKTUS SERVICE, THE CHARACTERISTICS OF WHICH ARE DEFINED IN THESE GENERAL TERMS AS WELL AS IN THE SPECIFIC TERMS APPLICABLE SIGNED BY THE CLIENT.

THE FAKTUS SAS SERVICE IS PROVIDED BY THE COMPANY (DEFINED HEREAFTER).

ANY SUBSCRIPTION TO THE FAKTUS SERVICE IMPLIES UNCONDITIONAL ACCEPTANCE OF THESE GENERAL TERMS BY THE CLIENT.

1. DEFINITIONS

The terms with a capital letter in these General Terms and the Specific Loan Terms shall have the following meanings:

• “Subscription”: refers to the means of subscription by the Client enabling access to the Services.

• “Guarantee”: refers to the contract whereby the legal representative and/or the beneficial owner of the Client undertakes to pay all amounts owed by the Client in the event of the Client's default on all or part of its obligations under the Participatory Loan Contract.

• “Client” : refers to any natural or legal person who subscribes to the Services provided by FAKTUS.

• “Transfer Certificate”: refers to the certificate issued by the Contracting Authority to the Client allowing the Client to assign the receivable held against the Contracting Authority.

• “Identifying Codes” : refers to all information relating to each Client, consisting of an identifier and a secure password chosen by the latter in order to access their Client Account.

• “Client Account”: refers to the Client's personal space on the Website, created from their Identifying Codes required for any transaction carried out with the Company under these Terms.

• “FAKTUS Account”: refers to the payment account specifically opened with the SWAN institution by the Client to benefit from the Services.

• “General Terms” or “GT” : refers to these general terms, framing the relationship between FAKTUS and the Client, in the context of providing the Services.

• “Specific Loan Terms”: refers to the specific terms established by the Parties for each Participatory Loan, supplementing the General Terms.

• “Participatory Loan Contract” : refers to the contract concluded between FAKTUS and the Client related to a Participatory Loan, consisting of the General Terms as supplemented by the Specific Loan Terms.

• “FAKTUS” or “the Company” : refers to FAKTUS, a simplified joint stock company with share capital of €1000, having its registered office at 142 rue Montmartre 75002 Paris, registered with the Paris Trade and Companies Registry under number 978 087 138, represented by Redstones acting and having the necessary powers as president.

• “Market”: refers to any contract concluded in the field of construction between the Client and the Contracting Authority to meet the latter's needs for works, supplies, or services.

• “Financing Threshold”: refers to any release of funds by FAKTUS for the benefit of the Client occurring within the framework of a Participatory Loan, the characteristics and terms of which are specified in the relevant Specific Loan Terms.

• “Contracting Authority”: refers to the public or private buyer, falling within the scope of the Public Procurement Code for the awarding of their contracts and concession contracts, who has entered into a Contract with the Client.

• “Participatory Loan”: refers to any participatory loan within the meaning of the Monetary and Financial Code, governed by articles L313-13 and following of said Code, granted by FAKTUS to the Client within the framework of the Services.

• “Price”: refers to the price of the Subscription that the Client undertakes to pay to FAKTUS.

• “Services” : refers to the services provided to the Client by FAKTUS, including the granting of Participatory Loans.

• “Sanctions”: refers to economic or financial sanctions, trade embargoes, or similar measures taken, enacted, or put in place by the United Nations or any agency of the United Nations, by the United States of America or any agency of the United States of America, by the European Union or any Member State present or future of the European Union or any agency of the European Union or its present or future Member States, to which the natural or legal person who holds or controls it directly or indirectly or the country in which it is registered is subject.

• “Website” or “Site” : refers to the FAKTUS website: faktus.eu or any other webpage referred to by FAKTUS.

2. ENTRY INTO FORCE - SCOPE

FAKTUS is a company specializing in providing services to businesses in the construction sector, particularly the granting of participatory loans for the exclusive purpose of financing the cash needs of companies that have entered into a Contract in the construction field.

FAKTUS offers its clients the opportunity to subscribe to an online Subscription on the Website, allowing them to benefit from a number of Services, particularly in terms of financing in the construction sector.

The General Terms apply to any Service provided by FAKTUS for the benefit of the Client, including the Subscription as well as the conclusion, where applicable, of a Participatory Loan Contract, to the exclusion of all other general terms, including those of the Client.

The Client declares that they have read and accepted the General Terms prior to creating a Client Account on the Site as well as when concluding, where applicable, a Participatory Loan Contract with FAKTUS.

The Parties can only deviate from the General Terms by a written amendment duly signed by the Client and FAKTUS.

It is specified that the Client may save or print these General Terms, provided that they do not modify them.

The version of the General Terms available online on the Website shall prevail, where applicable, over any other version of these, except for modifications that have occurred after the conclusion of a Participatory Loan Contract or use of the Services and this, in accordance with common law.

These General Terms were updated on 15 October 2023. Subsequent modifications to these General Terms will be binding on the Client from their posting online.

These General Terms apply, as needed, to any variation or extension of the Website to other existing or future electronic formats.

The Client is informed that the GT may be updated at any time under the conditions of Article 18 of these General Terms.

3. INFORMATION – WARNING

3.1. Warning

The Client is informed of the risks associated with subscribing to a Participatory Loan in the context of financing their activities in the construction sector. It is imperative that the Client reads these information carefully before making any decisions regarding their loan application.

The construction sector is subject to inherent risks such as market fluctuations, project delays, changes in regulations, and other economic factors that can influence the success of a construction project. FAKTUS cannot guarantee the success of every financed project, and as a borrower, the Client must be aware of the associated risks.

The Client recognizes and expressly agrees that any Participatory Loan granted by FAKTUS must be repaid by the Client according to the terms agreed in these General Terms, as supplemented by the Specific Loan Terms. Risks of non-repayment may arise in the event of financial difficulties, project delays, or other unforeseen circumstances. The Client acknowledges responsibility for repayment in accordance with the agreed terms.

The value of the Client's construction project may be subject to fluctuations due to various economic and financial factors. FAKTUS cannot guarantee the financial success of the project and will not be liable for any financial losses resulting from unforeseen economic difficulties.

The Client is strongly advised to consult an independent financial or legal advisor before applying for a participatory loan, in order to help assess the specific risks of said project and make informed decisions.

3.2. General Information

FAKTUS is not a credit institution within the meaning of Article L313-1 of the Monetary and Financial Code.

FAKTUS is authorized to grant Participatory Loans to agricultural, artisanal, industrial, or commercial enterprises for the financing of their Contracts in the construction sector in accordance with Article L313-13 of the Monetary and Financial Code.

4. DESCRIPTION OF SERVICES

4.1. Granting of Participatory Loans

Within the framework of its activity, FAKTUS may grant the Client one or more Participatory Loans to finance, where applicable, their cash needs within the framework of one or more Markets.

4.1.1. Description of each Participatory Loan in the Specific Loan Terms

The characteristics of each type of Participatory Loan (Financing of Situation Invoices, Financing of Materials, etc.) are specified in the corresponding Specific Loan Terms.

4.1.2. Description of the conditions for disbursement of financing in the Specific Loan Terms

The Client is informed that the disbursement and reimbursement of Participatory Loans will be made to the account designated by FAKTUS, and in the absence of specification, to the Client's FAKTUS Account.

In this regard, the Client undertakes to carry out all necessary steps with the Contracting Authority to replace the current payment details provided to them with those of said account.

The Client agrees to repay the Participatory Loan under the conditions and deadlines set in the corresponding Specific Loan Terms.

The Client is authorized to repay the entire Loan in advance, at any time, without penalty, interest being calculated pro rata temporis at the date of actual repayment.

4.1.3. Terms of repayment of the Participatory Loan and interest rate

Any amount due and owed by the Client under the Participatory Loan shall automatically bear interest until full repayment.

Without prejudice to all rights and actions of FAKTUS, the Client shall be liable to pay, for each day of delay, interest on any amount due under the Participatory Loan.

Delay interest is determined based on the interest rate set in the Specific Loan Terms.

Payment of late interest is due as of right, without prior notice or demand, from the normal or early due date (included) until the actual payment date (excluded).

Application of this late interest rate shall not constitute a waiver by FAKTUS of any of its rights under the Participatory Loan, the Specific Loan Terms, or the General Terms.

4.2. Other Services

FAKTUS may provide the Client with any other Service as described and under the terms and conditions mentioned on the Site; these new Services may, where applicable, be subject to Specific Terms.

5. CLIENT DECLARATION

The Client declares and guarantees to FAKTUS during the entire term of the Participatory Loan and until the final repayment date of the Participatory Loan or the termination date of the Subscription that:

• they have the capacity to accept these General Terms and sign the Specific Loan Terms and, where applicable, the security contracts and to provide the securities granted in relation to the Participatory Loan and to perform all obligations assigned to them as stipulated in these General Terms, the Specific Loan Terms, and, where applicable, the security contracts;

• the signing of the Specific Loan Terms, the signing of the security contracts, and the provision of the securities granted in relation to the Participatory Loan and the performance of all obligations assigned to them as stipulated in these General Terms, the Specific Loan Terms, and, where applicable, the security contracts, as well as the use made of the Participatory Loan (i) have been duly brought to the knowledge and approval of the Client's competent corporate bodies and do not require any authorization or approval from any other person or authority that has not been obtained or that is not fully in force and (ii) do not contravene any provision of the Client's bylaws (in the case of a corporate borrower), nor to any contractual stipulation or other commitment, nor to any law or regulation, nor to any decision of a judicial, arbitral, governmental or administrative authority that is applicable to them;

• all information, statements, and documents provided by the Client in the context of the granting of the Participatory Loan in order to conclude a Participatory Loan Contract are true, complete, and sincere (reality of the Market, invoices, services, etc.). As a borrower, the Client acknowledges that the information provided in the loan application, along with any associated document or statement, must accurately reflect the Client's financial situation, credit history, and any other relevant data. Providing false or misleading information can have serious consequences, including rejection of the loan application and termination of the loan contract, where applicable.

• the obligations arising for them from these, the Specific Loan Terms, and, where applicable, the security contracts impose lawful and valid obligations;

• there are no facts that could constitute one of the cases of early termination referred to in Article 12.2 of these;

• no proceedings, action, measure, litigation, or judicial or administrative procedure is pending, or to their knowledge is about to be initiated or has resulted in a decision, affecting their ability to contract the Participatory Loan, or that could have a significantly adverse effect on their activities, assets, or financial situation or that of any of their subsidiaries or that could affect the legality, validity, or enforceability of the Participatory Loan or any security or any other cover arrangement in favor of FAKTUS granted by them or by any third party;

• they are not directly or indirectly held or controlled by a natural or legal person subject to, or are registered in a country subject to Sanctions.

• They are not in cessation of payments;

• The Client acknowledges that any Participatory Loan will be concluded by FAKTUS based on the truthfulness of the preceding statements and guarantees without which FAKTUS would not have granted the Participatory Loan.

6. ELIGIBILITY CONDITIONS

6.1. The subscription of a Specific Loan Contract is reserved for agricultural, artisanal, industrial, or commercial enterprises.

Access to the Service requires beforehand:

• The full acceptance of these GT by the Client;

• The subscription to the Subscription;

• The creation of a Client Account on the Site under the conditions of Article 7.1,

• The opening of a FAKTUS Account with the partner SWAN after accepting the general conditions of SWAN.

6.2. The granting of Participatory Loans by FAKTUS to the Client is conditioned upon:

• the prior existence of a Market in the construction field of which the Client is the holder or subcontractor

• the Client's commitment to request the Contracting Authority for the Transfer Certificate relating to the Market, or the Transfer Certificate relating to the Situation Invoice subject to the Participatory Loan by the 31st day following the due date of the invoice if it remains unpaid by the Contracting Authority. The client will then submit this certificate to FAKTUS;

• to justify to FAKTUS the fulfillment of all obligations they have undertaken towards FAKTUS, such as:

  • the confirmation that all Client statements under these and in the Specific Loan Terms are and remain accurate;

  • the fulfillment of the formalities rendering valid between the Parties and enforceable against third parties, the guarantees and securities constituted or to be constituted;

  • the confirmation that no event constituting or likely to constitute a case of early termination by FAKTUS pursuant to Article 12.2 of the General Terms has occurred or is likely to occur.

• the prior establishment of a Guarantee allocated to securing the proper execution of all obligations of the Client;

  • the signature by the Parties of the Specific Loan Terms relating to the Market, supplementing these;

  • The acceptance of the Invoice, subject to the Participatory Loan, in form and substance by FAKTUS.

• In any case, FAKTUS reserves the right to refuse to grant a Participatory Loan to the Client at its discretion, without obligation to justify the reason, and shall not incur any liability in this respect.

  7. Subscription Terms for the Subscription and Services

  To benefit from the Services, the Client must follow the steps described in this article.

  7.1. Creation of a client account - Registration

  Simple browsing on the Site is free and does not require creating a Client Account.

  However, to access the Services, the Client must create a user account on the Site.

  7.1.1. Request for account creation

  The Client proceeds prior to a request to create a Client Account by filling out the form available on the Site.

  In this regard, the Client must provide the following information and documents:

  • Company name of the Client

  • RCS number of the Client

  • Siret of the Client

  • VAT number of the Client

  • Legal form of the Client

  • Year of establishment of the Client

  • Name of the Client's managing director

  • Identity of the Client's beneficial owners

  • Billing address

  • Civility, first name, Last name, phone number, date of birth of the Client's agency manager;

  • Email address constituting the Client's identifier

  • Password

  • A photocopy of the identity document of the legal representative of the Client;

  • a kbis;

  • a bank account statement;

  • the declaration of existence of the Client.

  These elements are necessary for the validation and finalization of the Client Account.

  In the absence of their communication by the Client, the Company will not be able to follow up on the Client Account creation request.

  Before validating the creation of their Account, the Client must check the box “I have read and accept the FAKTUS General Terms.” This step is crucial and the Client may not check this box without having previously reviewed and accepted all clauses of these GT.

  The Client is informed of the necessity to provide a valid email address in order to receive a confirmation email for the creation of said account.

  The identifier and password of the Client constitute their “Identifying Codes”.

  7.1.2. Validation of the Client's email address and finalization of the creation of the Client Account

  7.1.3. Client's responsibility in creating and using their Client Account

  The Client acknowledges their full responsibility for the use that will be made of their Identifying Codes and the Site.

  The Client agrees not to choose any identifier that infringes the rights of a third party and therefore refrains from using an identifier that infringes an intellectual property right, a trademark, a company name, or a personal name, without this list being exhaustive.

  The Client agrees to carry out all acts in the space reserved for them under their Identifying Codes and acknowledges that all acts performed under these identifiers will be considered as having been performed by them.

  The Client refrains in all circumstances from allowing the use of their Client Account by any third party.

  In case of forgetfulness, misuse, or unauthorized use of their Identifying Codes by another user, the Company's liability cannot be engaged in any way and the Client must immediately and without reservation inform the Company of this situation, by email at notification@faktus.eu and by mail to the following address: 13 rue Béranger, 75003 Paris.

  Any request for reissuance of the Identifying Codes or any request for modification of the Client's details will require them to provide:

  • A copy of a valid identity document;

  • A proof of residence of the address provided when creating the Client Account;

  • Their phone number.

  For any request to change addresses, the Client must also provide proof of residence of the new address less than 3 months old.

  7.2. Opening a payment account with SWAN

  To benefit from the Services, the Client agrees to open a payment account with SWAN, a partner authorized by FAKTUS, by following the user journey offered from the Site. In this regard, FAKTUS is registered in the Single Register of Insurance, Banking, and Finance Intermediaries under registration number 23008083 as a non-exclusive Mandate in banking operations and payment services.

  In case of refusal or failure of the Client in opening a FAKTUS Account with SWAN, no Participatory Loan Contract can be concluded with the Client.

  7.3. Request to subscribe to a Participatory Loan

  Upon creation of their Client Account on the Site and subscription to a FAKTUS Account, the Client may subscribe online to the Subscription to benefit from the Services.

  The Subscription remains necessary for any service subscription by the Client online on the Site.

  The financial conditions for subscribing to the Subscription are described in Article 9.1.

  Upon subscription of the Subscription, the Client may submit to FAKTUS a Market requiring a Participatory Loan based on their situation.

  The Client will then declare a Market that will be examined by FAKTUS, which will then propose various financing options (Situation Invoice, Financing of Material, etc.) and send FAKTUS an online financing request by providing all necessary information. It is specified that FAKTUS remains fully free to accept or refuse a request for financing for a Market.

  7.4. Validation of the financing request

  After validating the financing of the concerned Market, the Client will have access to an online space on the Site allowing them to manage and request the unlocking of Financing Thresholds of a Participatory Loan, under the conditions set in the corresponding Specific Loan Terms. The financing characteristics stated in the corresponding Specific Loan Terms shall be binding between the Parties.

  A verification phone call will be made in advance by a FAKTUS advisor to the Client. The advisor reserves the discretionary right to refuse a financing request without having to provide a reason to the Client.

  If necessary, at the request of FAKTUS, the Client must send any additional documents or information by email or directly from their Client Account to complete their financing request.

  In the event of acceptance of the financing request by FAKTUS, the Client must accept and sign, by separate act, the Specific Loan Terms corresponding to their request, which will be attached to these General Terms.

  The confirmation by FAKTUS remains the final step in finalizing their financing request; they may withdraw during its display on the screen without validating it.

  The acceptance of the Specific Financing Terms of a Market will take place electronically via the provider DOCUSIGN, which constitutes a firm and definitive commitment of the Client.

  The Client undertakes to check their email and ensure that the receipt of the electronically signed Specific Loan Terms and the accompanying email has not been filtered as spam.

  Each online financing request to FAKTUS must comply with the procedure described in this article.

  8. CLIENT COMMITMENTS

  8.1. The Client unconditionally and irrevocably commits, throughout the duration of the Participatory Loan and until the final due date of the Participatory Loan or the termination date, respectively to:

  • comply with the obligations and commitments stated in these and the Specific Loan Terms and respect all their statements and guarantees under these and inform FAKTUS, as soon as they become aware of it, of the existence of any case of early termination referred to in Article 12.2 of these;

  • not to conclude any agreement whose terms would contradict the provisions of these or the Specific Loan Terms and/or whose execution would have the effect of bringing about one of the cases of early termination referred to in Article 12.2 of these;

  • maintain the same main activity as at the time of signing the Specific Loan Terms and inform FAKTUS of any change in main activity;

  • promptly provide any information related to their financial, accounting, and organizational situation that FAKTUS may reasonably request;

  list all invoices issued by the Client within the framework of a Market financed by FAKTUS;

  • that all amounts paid by the Contracting Authority for the invoices issued by the Client within the framework of a Market financed by FAKTUS be deposited in the account mentioned in Article 4.1.2 of the GT.

  • immediately inform FAKTUS if they enter a state of cessation of payments;

  • unless otherwise provided by mandatory legislative provisions, ensure that their obligations under these and Specific Loan Terms rank at all times in law and payment priority equally with all current or future obligations (certain or contingent) that the Client has to third parties and that are not subordinated or privileged by the effect of the law;

  • inform FAKTUS within three (3) working days of any fact likely to affect or significantly reduce the value of the invoice or the realization of the guarantees granted to FAKTUS, to significantly increase the nature or volume of their commitments, or to impair their ability to repay the Participatory Loan or fulfill their obligations under the Participatory Loan or any other commitment made to third parties;

  • Inform FAKTUS of any disputes concerning a Market financed by FAKTUS;

  • immediately inform FAKTUS if they become subject to, or reside in a country subject to Sanctions;

  • keep accurate, regular, and sincere accounting records according to the accounting principles generally applied in the Client's country and sincerely and faithfully reflecting the financial situation and the results of the Client;

  • submit to FAKTUS, within thirty (30) calendar days of their approval by the Client's general assembly and no later than six (6) months following the end of the financial year, the Client's annual accounts and all documents required by the applicable law;

  • notify FAKTUS within fifteen (15) calendar days, by providing the necessary supporting documents, of all measures of transformation, reorganization, liquidation, dissolution or any other similar legal or tax measures concerning them (in particular, any change in company name or legal form or a modification of the powers of persons authorized to act on their behalf);

  • immediately inform FAKTUS if they become subject to, or directly or indirectly held or controlled by any natural or legal person subject to, or are registered in a country subject to Sanctions;

  • Provide active cooperation to FAKTUS in the event of a dispute concerning a Market with the Contracting Authority, in the event of a transfer of debt occurring under the conditions of Article 10.

  8.2. Exclusivity

  The Client firmly and irrevocably commits, throughout the duration of a specific Market, to have FAKTUS finance the entirety of this Market exclusively.

  Consequently, the Client refrains from contracting with a third party for any complementary financing regarding a Market, which has been the subject of a Participatory Loan, whether it has already been financed in whole or in part by FAKTUS.

  Notwithstanding the foregoing, it is reiterated that FAKTUS retains full latitude to refuse any disbursement of funds under the conditions of Article 7.4, without this exclusivity being called into question by the Client.

  To avoid any ambiguity, it is specified that the Client remains perfectly free to contract with any third party of their choice for the financing of their cash needs, provided that this does not concern a Market already financed by FAKTUS.

  9. FINANCIAL PROVISIONS

  9.1. Subscription

  The pricing conditions of the Subscription are specified on the Website.

  The Subscription is subscribed by the Client for an indefinite duration and may be terminated under the conditions of Article 12.3 of these.

  The billing of the Subscription begins from the creation of the FAKTUS Account.

  The Client will be charged each month the amount corresponding to the Subscription.

  FAKTUS reserves the right to modify the price of the Subscription and Services at any time.

  9.2. Payment and reimbursement of the Participatory Loan

  In the case of subscription of a Participatory Loan with FAKTUS, the financial conditions for payment and reimbursement of the Participatory Loan will be provided in the corresponding Specific Loan Terms.

  10. DEFAULT OF REPAYMENT

  10.1. Late interest rate

  In the event of inability to fully or partially recover the Participatory Loan either from the Client or from the Contracting Authority on the due dates specified in the Specific Loan Terms, the Client will owe late interest according to the terms provided in the Specific Loan Terms.

  10.2. Assignment of receivable

  If applicable, the Client firmly and irrevocably agrees to assign to FAKTUS, as security, any receivable held by the Client against the Contracting Authority for a financed situation invoice within the framework of the Participatory Loan.

  This assignment will occur under the terms provided in the corresponding Specific Loan Terms.

  11. GUARANTEE AND LIABILITY

  The Services offered by FAKTUS on the Site are provided as is and to the extent available.

  The Company does not guarantee error-free, uninterrupted, and secure provision of the Services offered via the Site.

  FAKTUS shall not be held liable, under any circumstances, for malfunctions of the Site.

  FAKTUS is not under any obligation of personalized assistance, particularly technical.

  FAKTUS disclaims all express or implied warranties, particularly regarding the quality and compatibility of the Site for the use that Clients will make of it.

  It does not guarantee any results or profits in the use made of the Services offered through the Site.

  The Client declares that they accept the characteristics and limits of the Internet and computer science and particularly acknowledge:

  • that they are aware of the nature of the Internet, particularly its technical performance and response times for consulting, querying, or transferring information;

  • that the communication by the Client of personal identification elements or, in general, any information deemed by the Client as confidential is done at their own risk;

  • that it is the Client's responsibility to take all necessary measures to ensure that the technical characteristics of their smartphone or computer allow them to consult the information;

  • that it is the Client's responsibility to take all appropriate measures to protect their own data and/or software from contamination by potential viruses circulating on the Website.

  As a result, FAKTUS's liability cannot be engaged for any inconvenience or damage inherent in the use of the Internet network, particularly service interruptions, external intrusions, or the presence of computer viruses.

  THE PROVIDER SHALL ONLY BE LIABLE FOR DIRECT MATERIAL DAMAGE CAUSED TO THE CLIENT, WHICH RESULTS FROM FAULTS IN THE PERFORMANCE OF THE CONTRACT EXCLUSIVELY ATTRIBUTABLE TO IT. IT SHALL NOT BE LIABLE FOR ANY INTANGIBLE DAMAGE, NOR FOR INDIRECT DAMAGE, SUCH AS LOSS OF BUSINESS, PRODUCTION, PROFIT, LOSS OF OPPORTUNITY, COMMERCIAL DAMAGE, LOSS OF IMAGE, LOST EARNINGS, ETC.

  Its liability cannot be engaged under any additional insurance.

  In cases where penalties and indemnities have been mutually agreed upon, they have the value of fixed, liberating compensation and are exclusive of any other sanction or indemnity.

  The Client waives any recourse against FAKTUS and its insurers for the damages excluded by these General Terms or, if applicable, by a Participatory Loan Contract, and ensures such a waiver by their insurers.

  12. TERMINATION

  12.1. Termination for breach

  In case of breach by either Party of this Contract in the execution of its obligations and failing to remedy, the other Party may terminate this Contract by right, by registered letter with acknowledgment of receipt, fifteen (15) days after a notice of default remained unsuccessful.

  Termination by either Party will lead to the immediate and full repayment of the Participatory Loans granted to the Client by FAKTUS.

  12.2. Termination and

  early maturity at FAKTUS's initiative

  FAKTUS may, at its discretion and without notice, terminate the Participatory Loan and render immediately due and exigible all amounts owed by the Client to FAKTUS under the Participatory Loan, without the Client being able to demand any indemnity from FAKTUS, in any of the following cases:

  • the Client fails in the establishment, validity, execution, or respect of its obligations and commitments under the Specific Loan Terms, the General Terms, or the guarantees and securities related to it;

  • any statement or guarantee of the Client, under the Specific Loan Terms or the General Terms, is or proves to be inaccurate at the date it was made or considered reiterated;

  • any manifest and substantial deterioration of the Client's economic and financial situation may have a negative impact on the compliance with its obligations and any event that may put into question the solvency of the Client, or any person who has provided personal guarantees for the Client's obligations;

  • the occurrence of a default or early maturity case, for any reason, or any default in payment by the Client of any due amount owed to anyone for any reason;

  • in the case of seizure of all or a substantial part of the Client's property, rights, or assets, or of any measure of instruction, blocking, or sequestration affecting the property, rights, or assets of the Client, including assets pledged as security;

  • in the event of cessation or significant changes in the Client's business activities, the guarantor, or the third party providing a guarantee who may negatively affect the compliance with their obligations;

  • the Client is or becomes a recalcitrant client or a “Non Participating Foreign Financial Institution” under FATCA (Foreign Account Tax Compliance Act);

  • any change in the shareholding or the departure of one of the partners or shareholders of the Client for any reason, as well as dissolution, liquidation, or transformation for any reason of the Client;

  • the death of the legal representative (natural person) of the Client;

  • the guarantees and securities enumerated in the Specific Loan Terms (i) are not granted, validly constituted or enforceable against third parties or do not rank as agreed for any reason or (ii) their realization cannot be executed or is altered or affected in any way, or does not allow FAKTUS to benefit from the agreed rank;

  • any event that could lead to the nullity, unenforceability, or disappearance of any security or guarantee granted in favor of FAKTUS under the Participatory Loan, as well as any event likely to significantly affect the financial or property situation of any third party that has provided its personal guarantee under the Participatory Loan or its ability to meet its obligations under this guarantee;

  • failure to comply with any obligation under a security, a guarantee, or any other obligation arising from an ancillary contract granted in favor of FAKTUS under the Participatory Loan;

  • in the case of disappearance, alteration, or decrease in value, the assessment of which belongs to FAKTUS, of all or part of the assets pledged as security;

  • in the event of Sanctions against the Client;

  • in the event of non-payment of the Price; and

  • in all other cases allowed by law.

  The receivables that have been financed and whose transfer of ownership will be effective and are not the subject of litigation shall not be subject to repayment by the Client.

  FAKTUS will inform the Client of the termination of the Participatory Loan by registered letter without further summons, warning, or formalities. Payment or regularizations after the sending of the registered letter shall not hinder termination and early maturity.

  In the event of termination of the Participatory Loan for any of the causes stated in this Article, and in the absence of immediate payment of the amounts due, the balance of the Participatory Loan (principal due along with interests, commissions, fees, or accessories) shall be subject to the conventional late interest rate referred to in Article 10.1 above.

  12.3. Termination of the Client's Subscription

  These General Terms shall remain in force for the entire duration of the provision of Services. The Client may not terminate their Subscription as long as any or all of the Participatory Loans concluded with FAKTUS have not been fully repaid.

  From the full repayment to FAKTUS of all Participatory Loans granted to the Client, the latter shall have the right, where applicable, to terminate their Subscription by sending a termination request by email to notification@faktus.eu, subject to one (1) month notice.

  13. COMPUTER AND FREEDOMS – PERSONAL DATA

  All information relating to the collection and processing of the Client's personal data by FAKTUS is available in the Personal Data Charter located on the FAKTUS website, accessible at faktus.eu

  14. CORRESPONDENCE – EVIDENCE

  Unless specifically provided in these GT, correspondence exchanged between the parties is ensured by email via the Site.

  In application of articles 1365 and following of the Civil Code and, where applicable, Article L.110-3 of the Commercial Code, the parties declare that the information delivered by email is authoritative between the parties as long as no contradictorily authenticated and signed writing is produced to challenge this computerized information.

  Elements such as the timing of receipt or dispatch, as well as the quality of the data received will take precedence as they appear on the information systems of FAKTUS or as authenticated by FAKTUS's computerized procedures, unless the Client and/or FAKTUS provide written contrary evidence.

  The Client is informed in this regard that the connection and validation logs of the Client will be retained by FAKTUS, in compliance with the provisions of Article 13 regarding personal data processing.

  15. FORCE MAJEURE

  Any event beyond the control of FAKTUS and against which it could not reasonably protect itself constitutes a case of force majeure and consequently suspends the obligations of the parties, such as but not limited to: a social movement or a technical failure (EDF, ERDF, telecommunications operators, internet or hosting service providers, Registrars, etc.), a halt in energy supply (such as electricity), an epidemic, a pandemic, a failure of the electronic communication network on which FAKTUS depends and/or any networks that may replace it.

  FAKTUS shall not be held responsible, or considered to have failed in its obligations provided in these GT, for any non-performance related to a case of force majeure as defined by law and French jurisprudence, provided that it notifies the other party on the one hand, and does its utmost to minimize damage and to perform its obligations as quickly as possible after the case of force majeure ceases on the other hand.

  16. SUBCONTRACTING

  The Client authorizes FAKTUS to use subcontractors in the execution of the Contract.

  FAKTUS agrees to include in the commitments it makes with subcontractors, the obligations that fall upon it under the Contract. FAKTUS will remain solely responsible to the Client for the performance of its contractual obligations arising from the Contract.

  17. ASSIGNMENT

  The Client may not assign or transfer to any third party the benefit of the Contract, in whole or in part, without the prior written consent of FAKTUS. However, FAKTUS may freely assign any or all of the benefits, rights, and obligations arising from the Contract to its subsidiaries without formalities and to any third party of its choice simply by providing written notice to the Client, and this without any indemnity to the Client.

  18. UPDATE OF THE GT

  These GT may be modified at any time at the initiative of FAKTUS. Any modification of these GT as well as of the documents referenced therein will be communicated to the Client during their first use of the Site after this modification.

  19. INTEGRALITY

  The provisions of these GT express the entirety of the agreement concluded between the Clients and FAKTUS. They prevail over any previous and subsequent proposal, exchange of letters to the conclusion of these, as well as on any other provision appearing in documents exchanged between the parties and relating to the subject of the GT, except for an amendment duly signed by the representatives of both parties.

  20. NULLITY

  If one or more provisions of these GT are held to be invalid or declared as such under a law, regulation, or as a result of a decision that has become final from a competent jurisdiction, the other stipulations of these GT shall retain all their strength and scope.

  If applicable, FAKTUS agrees to immediately delete and replace the said clause with a legally valid clause.

  21. TITLE

  In the event of an interpretation difficulty between the title of any article and any clause, the titles shall be deemed unwritten.

  22. APPLICABLE LAW AND JURISDICTION

  All difficulties arising from the interpretation and/or execution of these shall be submitted to the appreciation of the competent Courts of Paris, to which jurisdiction is expressly attributed, the only applicable laws being French laws.