General conditions

1. Who is Fundora?

These General Terms and Conditions are concluded between Fundora, a simplified joint stock company, registered with the RCS, whose head office is located in France, hereinafter referred to as “FUNDORA”, and any Investor using the Services available on the Site https://www.fundora.fr/ — contact: contact@fundora.fr.

FUNDORA is registered with ORIAS as an insurance broker and crowdfunding intermediary. FUNDORA CONSEIL, a subsidiary of FUNDORA SAS, acts as a Financial Investment Advisor (CIF), a member of ANACOFI, an association approved by the AMF.

These General Terms and Conditions govern the terms of use of the Services offered by FUNDORA.

The investment advisory service is governed by the Mission Letter concluded with FUNDORA CONSEIL.

The Mandated Management service is exclusively governed by the Mandated Management Agreement concluded between the Investor and Kyoseil Asset Management, as well as, where applicable, by any Addendum applicable to a specific strategy.

In the event of contradiction or inconsistency between these General Terms and Conditions and the Mandated Management Contract or the Mission Letter, the latter prevail as far as the services they govern are concerned.

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2. Definitions

For the purposes of these terms and conditions (the “General Conditions”), terms beginning with a capital letter have the following meaning:

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3. What does Fundora offer?

FUNDORA offers an investment advisory service within the framework of Mandated Management, aimed at allowing Investors to access private equity strategies. This service is delivered in collaboration with Kyoseil Asset Management (KAM), an asset management company approved by the AMF, which ensures the discretionary management of Investors' assets in accordance with the guidelines defined.

FUNDORA CONSEIL, in its capacity as CIF, assists Investors in defining their investment objectives and ensures the monitoring of client relationships.

4. What do you need to know about FUNDORA's Terms and Conditions?

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5. What other terms and conditions do you have to accept?

All payments and investments made through our Site are managed by the following Third-Party Service Providers:

You contract directly with Third-Party Service Providers by accepting their own terms and conditions when using their services.

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6. What are the conditions for accessing FUNDORA Services?

To access FUNDORA Services, you must meet all of the following requirements:

• Be a natural person with full legal capacity, aged 18 and over;
• Not be subject to specific regulatory constraints that are incompatible with the Services;
• Have become aware of the risks associated with investments in unlisted financial instruments;
• Have completed the Suitability Questionnaire and obtained a profile compatible with the Opportunities offered;
• Have signed the Mission Letter with FUNDORA CONSEIL.

PRIOR WARNING BEFORE CREATING AN ACCOUNT

Before creating your Account, we invite you to be fully aware that the investments offered through FUNDORA present significant risks, in particular: risk of capital loss, liquidity risk, market risk and operational risk. These investments are reserved for people with sufficient financial resources and who do not need the amounts invested during the recommended investment period.

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7. How do I access and subscribe to FUNDORA Services?

If you want to access FUNDORA Services, you need to follow these steps:

• Enter your email address and enter the validation code received;
• Complete the Adequacy Questionnaire (personal information, financial knowledge, asset situation and KYC supporting documents);
• Sign the Mission Letter with FUNDORA CONSEIL;
• Select an Opportunity in your personal space and initiate the subscription;
• Sign the Mandated Management Agreement with Kyoseil Asset Management via Yousign;
• Deposit the funds corresponding to the amount subscribed via Memo Bank.

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8. What are FUNDORA's Opportunities?

FUNDORA offers its Investors Mandated Management solutions allowing access to Private Equity funds, debt funds and other investment strategies selected by Kyoseil Asset Management.

8.1 Enrollment Process

The subscription to an Opportunity takes place according to the following steps:

• Complete an Adequacy Questionnaire aimed at evaluating the Investor's knowledge, objectives and financial situation;
• Sign a Mission Letter with FUNDORA CONSEIL formalizing the entry into a relationship;
• Subscribe to Mandated Management by electronically transmitting the subscription information during the Opening Period, accompanied by the signature of the Mandated Management Agreement and, where applicable, the Amendment corresponding to the chosen strategy;
• Deposit the funds corresponding to the amount subscribed, no later than the last day of the Opening Period;
• Provide the identification documents required for the fight against money laundering and terrorist financing (KYC).

8.2 Investment levels

FUNDORA offers two levels of investment:

• Fundora Standard: available from €100 per strategy, with full payment upon subscription;
• Fundora Plus: available from €30,000 per strategy, offering the possibility of a gradual payment by calls for funds or a single payment at the time of subscription.

8.3 Additional FUNDORA services

During the duration of the Services, you benefit from corrective and evolving maintenance of the Site, secure hosting and technical assistance, allowing continuous access to your Dashboard and to information relating to your investments.

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9. How long do you subscribe to FUNDORA Services?

You subscribe to FUNDORA Services for an indefinite period of time, until you effectively unsubscribe in accordance with the terms set out in the article “How to terminate the Services?” ”. The duration of each investment is defined in the corresponding Opportunity Sheet.

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10. What are FUNDORA's financial conditions?

The Subscription Form specifies all the financial terms applicable to the Investor's subscription. The fees are centralized by Kyoseil Asset Management (KAM).

10.1 Fee structure

The fees consist of:

• Admission fees: collected at the time of subscription;
• Annual management fees: calculated over the life of the fund.

Two options for structuring fees are proposed:

• Classic options: moderate entry fees and higher annual management fees;
• Horizons Option: higher entry fees and lower annual management fees.
  

10.2 Fee schedule — Private Equity Funds (ex ante estimates)

Investment under €30,000

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10.3 Fee Schedule — Debt Fund

Debt fund strategies are subject to a specific structure. Only the Classic Option is applicable for a period of 3 years. Management fees are deducted from the coupons distributed.

Debt fund scale

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10.4 Methods of collecting fees

Fundora Standard (starting at €100 per strategy)

At the time of subscription:
Entry fees as well as the equivalent of one (1) year of management fees are collected in advance, in accordance with the provisions of the Mandated Management Contract.

The following years:
Management fees are due annually and, unless otherwise stipulated, billed in due date.

In the event that part of the amounts paid is not immediately invested in the target assets, they may be temporarily allocated to monetary or bond support in accordance with the management profile selected, as part of the mandate, until they are effectively deployed.

Fundora Plus (starting at €30,000 per strategy)

At the time of subscription:
Admission fees as well as the equivalent of one (1) year of management fees are collected in advance, in accordance with the Mandated Management Contract.

The following years:
The procedures for invoicing fees and for the gradual release of capital are specified in the Addendum applicable to the strategy in question.

Fundraising is carried out by Kyoseil Asset Management according to the investment needs of the underlying assets.

Determination of the amount actually invested

The amount actually invested under each call for funds corresponds to the amount called for applied to the net investable portion, determined after deduction of entry fees and fees due in accordance with contractual documents.

The exact calculation methods are defined in the Mandated Management Agreement and, where applicable, in the applicable Addendum.

10.5 Payment deadlines and terms

The deadlines for calling the funds remain at the discretion of Kyoseil Asset Management, depending on the schedule of the underlying investment projects.

10.6 Consequences in case of late or non-payment

In the event of default or late payment of the funds called, KAM reserves the right, the day after the due date, to apply late payment interest at the rate EURIBOR 3 months + 500 basis points, and to implement the measures provided for in article 21 below and in Annex III of the contractual documents (specific Fundora Plus provisions).

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11. Do you have a right of withdrawal?

11.1 Principle applicable to remote financial services

In accordance with the provisions of the Consumer Code relating to remote financial services, the Investor may, in principle, benefit from a right of withdrawal of fourteen (14) calendar days from the conclusion of the contract.

11.2 Exemptions

However, this right of withdrawal cannot be exercised:

• when the execution of the financial service has begun, at the express request of the Investor, before the expiry of the withdrawal period;
• when the contract has been fully executed by the parties at the express request of the Investor before the expiry of the period of fourteen (14) days;
• when the price or value of the financial service depends on financial market fluctuations beyond the control of the professional and likely to occur during the withdrawal period.

In particular, the signing and effective implementation of the Mandated Management Contract may result in the loss of the right of withdrawal as soon as the Investor has expressly requested the start of execution of the mandate before the expiry of the legal period.

11.3 Case of canvassing

In the event of banking or financial solicitation within the meaning of the applicable provisions of the Monetary and Financial Code, the Investor benefits from a withdrawal period of fourteen (14) calendar days from the conclusion of the contract, without penalty or obligation to justify.

In this case, the execution of the mandate is postponed until the expiry of the withdrawal period, unless the Investor expressly requests otherwise.

12. What are intellectual property rights?

The Site is the property of FUNDORA, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) published on it. Any total or partial reproduction, representation, distribution or marketing of these elements is strictly prohibited without the prior written consent of FUNDORA.

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13. What are your obligations and what are you responsible for?

13.1 Regarding the provision of information

You guarantee that the information provided when creating your Account and as part of the Suitability Questionnaire is accurate, complete and up to date. You agree to inform FUNDORA and Kyoseil AM without delay of any changes that may affect your financial, legal or regulatory situation.

13.2 Regarding the use of the Services

You are responsible for your use of the Services and for any information you share as part of the Services. You agree not to use the Services for fraudulent purposes or in violation of current regulations, in particular in the fight against money laundering and terrorist financing.

13.3 Regarding payment commitments (Fundora Plus)

As part of Fundora Plus investments with progressive funding calls, you are making a firm, irrevocable, and unconditional commitment to respond to any funding call up to the total amount of your subscribed commitment. This commitment is legally binding regardless of the evolution of your personal or financial situation.

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14. What are the obligations of FUNDORA and Kyoseil AM?

14.1 Regarding the quality of the Services

FUNDORA is committed to providing the Services diligently, it being specified that it is bound by an obligation of means and not of result. Kyoseil Asset Management is committed to implementing all the means necessary for the proper management of the portfolio under mandate, in accordance with the defined objectives, without being bound by an obligation of result.

14.2 Regarding the service level guarantee

FUNDORA does not offer any guarantee of the level of service of the Site. However, FUNDORA undertakes to make its best efforts to ensure the continued availability of the Site and to notify any scheduled maintenance as soon as possible.

14.3 Regarding data backup

FUNDORA makes its best efforts to save all data produced and entered by the Investor on the Site. FUNDORA provides sufficient storage capacity for the operation of the Services and puts in place appropriate security measures to protect your data.

14.4 Regarding the use of subcontracting

FUNDORA may use subcontractors in the context of the execution of the Services. These subcontractors are subject to the same confidentiality and security obligations as FUNDORA. The list of main subcontractors includes Kyoseil Asset Management (management under mandate), Memo Bank (payments), Onfido (KYC identity verification) and Yousign (electronic signature).

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15. To what extent can FUNDORA be held liable?

FUNDORA's liability is limited to only proven direct damages suffered as a result of the use of the Services, under the legal conditions provided for. FUNDORA cannot be held responsible for the results of investments made under the Mandated Management Agreement, the management being entrusted to Kyoseil Asset Management under its own responsibility.

In particular, FUNDORA and KAM disclaim any responsibility for past or future investment performance, the risk of capital loss, financial market fluctuations and exogenous factors beyond their control.

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16. Conflicts of interest and remuneration transparency

16.1 General principles

In the context of the provision of the Services, FUNDORA, FUNDORA CONSEIL and Kyoseil Asset Management are likely to be confronted with situations of potential conflicts of interest, in particular due to:

• existing capital or commercial relationships between them;
• the receipt of commissions, fees or retrocessions related to investments made;
• the selection of the investment vehicles offered;
• the structuring of fees applicable to the various strategies.

These situations may create a risk of discrepancy between the interests of Investors and those of the entities mentioned above.

16.2 Conflict of Interest Management Policy

FUNDORA CONSEIL and Kyoseil Asset Management each have a written policy for managing conflicts of interest in accordance with applicable regulations, in particular with the provisions of the Monetary and Financial Code and with the requirements of the MiFID II Directive.

These policies include the identification of risk situations, the implementation of organizational and functional measures to prevent or manage these situations and the separation of functions when necessary.

16.3 Investor Information

The Investor is informed that:

• FUNDORA CONSEIL is likely to receive remuneration exclusively under the conditions provided for in the Mission Letter.

As of the date hereof, no remuneration is being received for the investment advisory service.

• Kyoseil Asset Management receives management fees as part of the mandate;
• Some Opportunities may give rise to financial flows between related entities or partners.

The nature and terms of these remuneration are specified in the Mission Letter, the Subscription Form and the Mandated Management Contract.

When the organizational measures put in place are not sufficient to guarantee with reasonable certainty that the risk of harm to the Investor's interests will be avoided, the Investor will be informed clearly and in advance.

16.4 Primacy of the customer's interests

Investment decisions taken under Mandate Management are taken by Kyoseil Asset Management independently and discretionary, in the exclusive interests of the Principals and in accordance with the professional obligations applicable to management companies authorized by the Autorité des Marches Financiers.

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17. What are the accepted methods of proof?

Proof can be established by any means. You are informed that messages exchanged via our Site, connection data and documents signed electronically via Yousign constitute opposable evidence accepted by both parties.

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18. How is personal data processed?

As part of the execution of the Services, FUNDORA and Kyoseil AM are required to collect and process your personal data. This collection is carried out in compliance with the General Data Protection Regulation (RGPD) and applicable regulations. For more information, consult our privacy policy on the Site.

19. What are the confidentiality obligations?

Unless otherwise agreed in writing by the other party, the Parties undertake to keep confidential, throughout the duration of the Services and beyond, all confidential information that they may have become aware of during the performance of the Services.

As a portfolio management company, Kyoseil Asset Management is bound by professional secrecy in accordance with the provisions of the Monetary and Financial Code. However, it may communicate the information necessary for the accomplishment of its mission to any third party whose intervention is required, in particular to FUNDORA CONSEIL.

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20. Force majeure

FUNDORA and Kyoseil AM cannot be responsible for breaches or delays in the performance of their contractual obligations resulting from a case of force majeure within the meaning of article 1218 of the Civil Code (unforeseeable, irresistible and external events such as natural disasters, terrorist acts, terrorist acts, technical infrastructure failures, pandemics, etc.).

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21. How do I end the Services?

You can unsubscribe from FUNDORA Services directly and free of charge by sending an email to contact@fundora.fr.

The termination of the Mandated Management Agreement is governed by the provisions of the mandate signed with Kyoseil AM. The mandate can be cancelled at any time by registered letter with acknowledgement of receipt. Termination by the Investor takes effect upon receipt by KAM; termination by KAM takes effect five working days after receipt by the Investor. The management fee remains due pro rata temporis until the effective date of the cancellation.

Given the illiquid nature of the assets, the Investor understands that divestment may not be possible and that he may have to keep the investments in the portfolio until they are naturally liquidated.

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22 What are the sanctions in the event of a breach of your obligations?

22.1 Essential Obligations

Essential obligations borne by the Investor are:

• Provide accurate, complete and up-to-date information as part of the Suitability Questionnaire and KYC requirements;
• Respect its payment commitments, in particular in the event of calls for funds as part of a Fundora Plus investment;
• Do not use the Services for fraudulent purposes or in violation of applicable regulations.

Any serious or repeated failure to comply with one of these obligations is likely to lead to the application of the measures provided for below.

22.2 Prior procedure

Except for emergency or regulatory imperative, any measure will be preceded by:

• a formal notice sent to the Investor specifying the nature of the breach found;
• a regularization period of at least twenty (20) calendar days.

In the absence of regularization within this period, Kyoseil Asset Management may implement the measures provided for below.

22.3 Measures applicable in case of failure

In the event of non-compliance with a payment commitment or a call for funds, and in order to preserve the collective interest of investors and the economic balance of the transaction, Kyoseil Asset Management may in particular:

• apply late payment interest at the rate contractually provided for;
• temporarily suspend the financial and political rights attached to the assets concerned;
• proceed with the forced transfer of the rights or assets of the defaulting Investor;
• organize the repurchase of said rights or assets by a third party investor or by any entity authorized for this purpose.

These measures must be proportionate to the seriousness of the breach found.

22.4 Determination of the price in case of transfer or repurchase

In the event of a forced sale or repurchase of assets, the price will be determined:

• based on the estimated value of the assets at the relevant date;
• using any valuation method appropriate to the nature of the assets concerned;
• taking into account, where appropriate, a reasonable discount intended to compensate for the damage actually suffered by the investment structure and other investors as a result of the default.

Valuation may be carried out on the basis of available objective elements or, if necessary, on an independent evaluation.

The discount applied cannot be punitive and must remain proportionate to the objective of maintaining the economic balance of the investment.

23. How can FUNDORA change these Terms and Conditions?

FUNDORA may modify these General Terms and Conditions at any time and will inform you by any written means (email or notification in your personal space) at least one (1) month before the changes come into force. Any change in the fees or terms of the Mandated Management Contract is subject to the same deadlines.

If you refuse the changes, you may cancel the Services under the conditions provided for in article 20. In the absence of denunciation within the specified period, the changes will be deemed to have been accepted.

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24. What language prevails in case of disputes?

The French language prevails in the event of contradiction or dispute over the meaning of a term or provision of these General Conditions.

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25. Complaints

If you wish to express your dissatisfaction with the FUNDORA Services, you can contact us at contact@fundora.fr.

For any complaint concerning management under mandate, you can contact Kyoseil Asset Management: contact@kyoseil-am.com or by mail to Kyoseil AM — 3 cours Mirabeau, 13100 Aix-en-Provence. An acknowledgement of receipt will be sent to you within 10 working days and a response will be provided within 2 months maximum.

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26. Mediation

In the event of a dispute between FUNDORA or Kyoseil AM and an Investor, the Investor may have recourse free of charge to the AMF mediator (17, place de la Bourse — 75082 Paris Cedex 02) after having first tried to settle the dispute directly with FUNDORA or KAM. The referral form is available on the AMF website (www.amf-france.org).

The European platform for online dispute resolution is also available at: https://ec.europa.eu/consumers/odr/.

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27. Applicable law

These General Terms and Conditions are governed by French law. In the event of a dispute between FUNDORA and an Investor, the parties will endeavour to settle their dispute amicably. Otherwise, the matter will be referred to the competent court.

Appendix 1: Fees — Summary

Under the management mandate, the following fees apply to the Investor. KAM collects and centralizes all the fees due by the Principal.

Mandated management fees

Management fees are due annually in connection with the execution of the mandate. Except for the first year, which may be deducted in advance upon subscription in accordance with the provisions of the Mandated Management Agreement, management fees are invoiced in due date.

They pay for all the services related to the execution of the mandate, including discretionary financial management, administrative monitoring, reporting to investors, as well as the compliance and internal control obligations incumbent on the management company under applicable regulations.

Transparency of fees

The costs related to the underlying investments (target fund management fees, performance fees, transaction fees and other operational costs) are included in the valuation of the assets and are not directly deducted from the Investor. The amounts presented are ex-ante estimates and will be the subject of an annual ex-post communication in the management report, in accordance with MiFID II regulations.

Appendix 2: Sponsorship

FUNDORA sponsorship rules — FUNDORA, a simplified joint stock company, has set up a sponsorship program allowing existing Investors to recommend FUNDORA to those around them.

Article 1 — Purpose

This regulation defines the terms of the FUNDORA sponsorship program, allowing existing Investors (“sponsors”) to invite new users (“referrals”) to register on the platform.

Article 2 — Operation of the sponsorship offer

The sponsor receives a unique referral link in their personal space. When a sponsor registers via this link and makes their first investment, the advantages defined in the current offer are awarded according to the terms and conditions communicated by FUNDORA.

Article 3 — Conditions of the sponsorship offer

To benefit from the sponsorship offer, the sponsor must be an active Investor at the time of the sponsorship. The referral must be a new Investor who has never created an Account on FUNDORA. Sponsorship benefits are subject to specific terms and conditions communicated by FUNDORA and are subject to change at any time.

Article 4 — Personal data

Data collected as part of the referral program is processed in accordance with FUNDORA's privacy policy and the GDPR.

Article 5 — Contact

For questions about the referral program: contact@fundora.fr.

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