General Terms and Conditions
The legally binding text for the General Usage Conditions is the text found on the French page.
The following free translation is provided as is and is not legally binding.
The reader is invited to study these conditions carefully. The reader’s attention is expressly drawn to the risk factors and TechnoCarbon’s limitation of liability mentioned in Article 8 below.
TechnoCarbon Technologies France – a simplified joint stock company with a share capital of € 2,000, registered in the Paris Trade and Companies Register under number 835 144 163, whose registered office is located at 22 rue Myrha, 75018 Paris – (hereinafter “TechnoCarbon” or the “Company”), intends to communicate to certain selected investors confidential information relating to its activities as well as possible capital increases of the Company (hereinafter “Investment Project”), using a digital platform accessible via the address http://www.tctf.eu/LF (hereinafter the “Platform”), offering a space for establishing contact between the Company and prospective investors, as well as consulting, downloading and electronically signing the documentation relating to the said Investment Projects (the “Confidential Information”).
The use of the Platform is governed by these Terms and Conditions of Use (“T&C”). They specify the rights and obligations of TechnoCarbon and Users. These T&Cs apply to Users who, by virtue of their use of the Platform, fully and unconditionally accept them.
The T&Cs represent the entire agreement between TechnoCarbon and the Users. Users are advised to read the T&Cs in their entirety and with the greatest care.
TechnoCarbon reserves the right to modify the T&C at any time. TechnoCarbon undertakes to inform Users of any changes to the T&C by email. In the event that a User does not wish to accept all or part of these general terms and conditions, he is asked to expressly waive any use of the Platform and the Confidential Information.
The Use of the Platform and Confidential Information is reserved:
– To any natural person previously registered on the Platform and having full legal capacity to enter into commitments under the T&Cs. Natural persons who do not have full legal capacity may only access the Services with the consent of their legal representative.
– To any legal person through a natural person having full legal capacity and acting as legal representative authorised to enter into contracts in the name and on behalf of that legal person.
1. Definitions of the terms
The terms of the T&Cs beginning with a capital letter have the following meaning:
Content: refers to any information, comment or exchange of any nature whatsoever (text, image, videos, photographs, comments, etc.), posted by a User on the Platform.
TechnoCarbon Content: refers to any information, file, comment or exchange of any nature whatsoever (text, image, videos, photographs, comments, etc.), posted by TechnoCarbon on the Platform.
Legal Documentation: refers together to (i) any information relating to the transaction that is the subject of an Investment Project, such as, for example: nature, number and price of securities that may be issued, terms of issue, issue schedule, identity of Investors, capitalisation table, use of funds, as well as (ii) any legal document intended to enable the Investment Project to be carried out, such as, for example: draft minutes of general meetings or shareholders’ agreements, subscription bulletins.
Confidential Information: refers to any information, material or documentation, in any form whatsoever, provided by TechnoCarbon to the User before, during or after the Investment, as part of this service. This Confidential Information includes, in particular, domain names, code names or project names communicated to the User, Legal Documentation and any information or data relating to an investment project in TechnoCarbon.
Investor: refers to any natural or legal person, registered on the Platform in order to access Confidential Information relating to any Investment Project in the Company, who subscribes to the Investment proposed by the Company.
Know Your Client (KYC): refers to the processes used by companies of all sizes to ensure customer compliance with anti-corruption laws and to verify their probity and integrity. These processes also aim to prevent identity theft, financial fraud, money laundering and terrorist financing.
Platform: refers to the website published by TechnoCarbon and accessible at the address: http://www.tctf.eu/LF .
Investment Project: refers to the fundraising operation proposed by TechnoCarbon to Users more fully described and detailed in the Legal Documentation.
Services: refers to the services offered on the Platform relating to the relationship between Investors and the Company, the consultation of Confidential Information and the consultation and electronic signature of Legal Documentation.
TechnoCarbon: refers to TechnoCarbon Technologies France – a simplified joint stock company with a capital of € 2,000, registered in the Paris Trade and Companies Register under number 835 144 163, whose registered office is located at 22 rue Myrha, 75018 Paris, owner of the TechnoCarbon brand, and which distributes the Services via the Platform.
User: refers to both Internal Users and External Users.
Internal User: refers to any person, member of the Company’s staff or management, who has access to the Platform allowing them to upload documents, information or files of any nature and format and to invite External Users.
External User: refers to any person registered on the Platform to obtain access to Confidential Information and possibly invest in Investment Projects.
2. Platform – Description of Services
2.1. The Platform allows in particular:
– Registration of External Users wishing to access Confidential Information.
– Invitation of External Users by Internal Users.
– Access to the consultation and transmission of Confidential Information concerning projects to increase TechnoCarbon’s capital by External Users.
– The storage, sharing, downloading of Confidential Information and electronic signature of Legal Documentation.
The Services are accessible to registered Users in accordance with the terms of Article 3.
2.2. Only registered Users have a right of access to the Platform, subject to the following conditions:
– Have uploaded on his/her profile the documents required to comply with the legal rules relating to the fight against tax fraud, money laundering and terrorist financing (KYC).
– Have shown a serious interest in investing in an Investment Project of the Company.
– Be selected by the Company to access Confidential Information and Legal Documentation.
– For Users domiciled outside France, to have ensured that they are in compliance with the legislation applicable to their status in their country of residence, in particular with regard to tax rules or rules governing investments abroad.
TechnoCarbon strives to provide Users with quality and up-to-date content.
Users are personally responsible for setting up the IT and telecommunications resources required to access the Platform. They shall bear the cost of telecommunications when accessing the Internet and using the Platform.
TechnoCarbon strives to make the Platform and Services accessible 24 hours a day, 7 days a week, with the exception of Platform maintenance periods for which Users will be informed in advance. However, given the complexity of the Internet network and the influx of Internet Users at certain times of the day, TechnoCarbon does not offer any guarantee of continuity of service and cannot be held liable in the event of temporary inability to access all or part of the Platform or the Services. TechnoCarbon reserves the right, without notice or compensation, to temporarily or permanently close the Platform or access to one or more Services to update, modify or change operational methods, servers and accessibility times, without this list being exhaustive.
In order to ensure the proper functioning of its Services, TechnoCarbon reserves the right to modify the structure, format, Content of the Platform as well as the Services available.
The Platform, Content and Services are intended for private use only. They shall not be used for purposes other than those provided for in this Article. In particular, it is prohibited to compile application files for the purpose of resale or exploitation in order to provide services, whether free or paid, to individuals.
The User acknowledges that his use of the Platform and Services is under his sole and entire responsibility.
By using the Platform, the Content and/or the Services, the User undertakes not to act in a manner that is harmful or that has the effect of damaging TechnoCarbon’s image, interests or rights, damaging, rendering inoperative or overloading the Platform and/or Services, or in any way hindering the normal functioning of the Platform and/or Services by other Users.
TechnoCarbon implements appropriate security measures to detect viruses. However, the User must be aware that the existing security measures for computer systems on the Internet are not entirely reliable and that, consequently, TECHNO CARBON cannot guarantee the absence of viruses or any other element that may cause alterations to the User’s computer system (hardware and software) or to the data and files contained in its system.
3. Registration – Use of Services
3.1. To access the Services, the User must first create a personal account by registering on the Platform. Registration is free of charge. The information provided at registration must be accurate and regularly updated by the User.
During his registration on the Platform, the User must choose an identifier and a password that secure his access to the Services. He must also provide his mobile phone number, which will be used as a means of authentication as part of the electronic signature of the Legal Documentation.
The User’s account is strictly personal. The username and password must be kept strictly confidential and are the sole responsibility of the User. All actions taken from the User’s account will therefore be deemed to have been taken by the User and will be liable to the User.
TechnoCarbon reserves the right to disable any login or password, whether chosen by the User or assigned by TechnoCarbon, at any time, in the event of a breach of the TOS.
If the User becomes aware of any unauthorized use of his user name, password or account, it is his responsibility to immediately inform TechnoCarbon by writing to the following address: support@TechnoCarbon.fr
3.2 In accordance with the provisions of Articles L. 411-2 and D. 411-4 of the Monetary and Financial Code, access to Confidential Information and Legal Documentation shall be limited to 149 External Users registered on the Platform. In the event that the number of External Users registered on the Platform is equal to or greater than 150, the selection of External Users who actually have access to the Confidential Information and Legal Documentation shall be made at the Company’s discretion, without a User whose access request has been postponed being able to raise any dispute or claim of any kind.
3.3. TechnoCarbon reserves the right to suspend or close a User’s account if it appears that the User has provided false, inaccurate, incomplete or inappropriate information.
4.1. TechnoCarbon reserves the right to moderate or delete any comment or appreciation of a User: (i) which may in any way infringe the rights to reputation, privacy, right or image of the Company, a User or a third party, whether a natural or legal person, (ii) public order or morality, (iii) be disparaging, defamatory or defamatory, (iv) have as their object or effect any discrimination of a person or group of persons on the grounds of ethnicity, religion, race, sexual orientation or disability (v) constituting false information or likely to mislead an investor.
5.1. The User shall ensure that his situation is at all times in compliance with the legal, administrative, social and tax obligations to which he is subject. In particular, he must ensure that he has carried out all the administrative and legal procedures (declarations, formalities, etc.) necessary for the exercise of his activity.
In the event that the User is subject to foreign legislation, he/she must ensure, in the same way, that he/she is in compliance with the specific obligations to which he/she is subject.
TechnoCarbon may at any time request the User to provide it with supporting documents certifying the veracity and accuracy of the information provided by the User on the Platform and the compliance of its situation with the obligations mentioned above. If necessary, the User shall provide the justifications without delay.
The User is solely responsible for the proper performance of the aforementioned formalities for which he is responsible. TechnoCarbon cannot be held liable in this respect.
TechnoCarbon can assist the User in carrying out his administrative procedures, at his request.
5.2. Users undertake to make fair use of the Site. In particular, any extraction of the Platform’s content, whether or not for the purpose of exploitation for a similar or competing activity, or for recruitment purposes, is strictly prohibited.
5.3. Users agree not to reproduce, disclose or share with any third party, on social networks or otherwise, any content, document, exchange or excerpt of conversation from the Platform.
6.1. Unless the Company gives its prior written consent, the User undertakes not to disclose, for a period of ten (10) years after his first connection to the Platform, all or part of the Confidential Information and to preserve its confidentiality.
The Corporate User may disclose such Confidential Information to its own personnel only, provided that such recipient personnel are bound by the same level of confidentiality agreement as this agreement. This disclosure must be made within the strict limits of the needs of these personnel for the realization of the Investment.
6.2. The User shall not be bound by his obligation of confidentiality if the Confidential Information:
(i) are in the public domain, other than through the negligence or fault of the User or his staff;
(ii) are communicated to the User by an authorized third party, in a non-confidential manner;
(iii) were already in the possession of the User on the date on which the Company began to communicate information to the User in connection with the preparation of the Investment;
(iv) Are developed by the User himself, in complete independence.
6.3. In the event that the User is ordered, by court order, to disclose Confidential Information, in whole or in part:
– the User would immediately inform the Company of this injunction, in order to enable it to verify to what extent this injunction could be refused or modified;
– If communication becomes unavoidable, the User shall in any event disclose only the Confidential Information strictly required and shall make its best efforts to ensure that such disclosure is also made in a context of confidentiality at least equivalent to this Agreement.
6.4. On the expiry date of this commitment, the Confidential Information communicated to the User shall be returned to the Company or, at the Company’s option, shall be destroyed (if it cannot be returned in original) by the User; destruction which shall be evidenced in writing by the User.
6.5. The User is not granted or transferred any intellectual property rights to the Confidential Information under these T&Cs.
The User therefore refrains from using this Confidential Information to create any derivative work whatsoever, register or claim any intellectual property title whatsoever.
6.6. In the event of a breach of this confidentiality agreement by the User, the Company may claim damages in order to obtain compensation for the damage caused by this breach.
7.1. Responsibility of Users
7.1.1. Any damage, direct or indirect, resulting from the information and/or dissemination by the User of misleading, inaccurate, incomplete and/or inappropriate information, is the sole responsibility of the User. In particular, the User is required to update his profile regularly.
7.1.2. TechnoCarbon does not control the Content published by the User before it is put online, the User assumes full responsibility for it.
The publication or sharing of Content that is abusive, defamatory, slanderous, denigrating, racist, xenophobic, may harm public order or the rights of third parties and/or may harm TechnoCarbon’s rights, reputation and image is strictly prohibited.
More generally, the User refrains from publishing or sharing any Content whose purpose violates the law and/or applicable regulations, in particular criminal law.
7.1.3. The User is solely responsible in the event of false information or elements of a misleading or obsolete nature.
7.2. Investor Risks – Evaluation of the investment opportunity by the Investor – Limitation of TechnoCarbon’s liability
7.2.1. The User is reminded that there are specific risks associated with capital investment in innovative companies such as TechnoCarbon. In particular, the Investor is exposed to the following risks:
1. Risk of total or partial loss of invested capital
Most startups close their doors or fail to develop the business as planned, which involves a significant risk. A rational Investor should only invest amounts for which he is able to financially cope with their loss.
The Investor should be aware of the risk of loss of part or investment in the early growth phases of a company.
In addition, TechnoCarbon cannot guarantee a return on investment. Under no circumstances shall TechnoCarbon, its officers or other partners be required to offset any capital losses of Investors.
It should be recalled that past performance is no guarantee of future performance: the profitability and liquidity horizon objectives are provided for information purposes only and do not constitute a form of guarantee.
2. Liquidity risk
Liquidity is the characteristic of an asset that can be bought or sold at any time. Private equity transactions are characterised by investment in unlisted assets which, by definition, are illiquid or illiquid.
Investments in TechnoCarbon will probably not be sold quickly (with an investment horizon of 5 to 10 years). They have a low probability of being on a secondary market such as the free market, Enternext or Euronext. IPOs of highly successful companies remain rare.
The most probable liquidity events on this type of investment are:
● a subsequent fundraising event
● the repurchase of its shares by the company itself
● buyout by a partner/competitor
3. Rarity of dividends
Investing in TechnoCarbon shares will not provide a regular return on investment (dividends). TechnoCarbon is in the start-up and/or growth phase. TechnoCarbon is not profitable at this stage. On the contrary, TechnoCarbon is in a phase that involves significant investments and therefore a total reinvestment of the profits made to fuel growth.
The probability for the TechnoCarbon equity investor to receive a return on investment (dividend) before the shares are resold (capital gain) is therefore very low.
TechnoCarbon’s equity investments may be subject to future dilutions. Dilution occurs when a company issues new shares.
Dilution affects all existing shareholders who do not purchase a portion of the new shares issued. The result for an existing shareholder is that his share of the capital is reduced (or diluted), which has an impact on various elements:
● the right to vote
● dividend entitlement and capital gains
However, TechnoCarbon shareholders have a pre-emptive right to protect investors from dilution. In this situation, the company must give existing shareholders the opportunity to buy more shares in order to maintain their share of the capital.
This information can be consulted in the operation notes made available to Users.
In addition to these risks inherent in investing in young unlisted companies, there are some risks associated with all companies, which are accentuated in young companies such as TechnoCarbon. Thus, in general, TechnoCarbon is, in addition to the above-mentioned risks, also subject to the following business risks:
1. Competition risk
Each market has competitors whose resources may be greater and for whom distribution channels may already be advanced. These advantages could prevent TechnoCarbon from gaining access to the market share it had anticipated.
2. Market risk
The market size and growth may prove to be lower than anticipated in the business plan. TechnoCarbon’s development could suffer and see the number of customers and its expected revenues decrease.
3. Financing risk
The Company may not have sufficient funds to conduct its business in a balanced manner. Anticipating needs may be underestimated and cash flow may not be sufficient to bring the company to a point of stability.
Currently, prior to the completion of the fundraising for this offer, the Company does not have sufficient net working capital to meet its obligations and cash requirements beyond the next 6 months.
4. Risks on individuals
People are the most important assets in start-ups. If the company loses its key personnel, then it could have serious difficulties in achieving the objectives it had set for itself.
7.2.2. TechnoCarbon does not provide any legal, financial, tax or other advice. Each User is therefore invited to study the relevance of the proposed investment, the Confidential Information and the Legal Documentation, as well as the evaluation of the said investment in the light of his personal situation, under his sole responsibility, using, as necessary, the advice of professionals such as lawyers, asset management consultants, tax specialists or others.
TechnoCarbon declines any responsibility regarding the relevance of the planned investment with regard to the User’s needs or profitability prospects.
7.2.3. The Platform is available 24 hours a day, 7 days a week, and TechnoCarbon is setting up the means to ensure access and proper operation of the Platform at all times.
However, TechnoCarbon cannot exclude, due to Internet-related limitations, that access to the Platform and Services may be interrupted, in particular in the event of force majeure, malfunction of the User’s equipment or Internet network, or maintenance operations on the Platform or Services.
Thus, TechnoCarbon cannot be held liable for any interruption of the Services, whether voluntary or not. However, TechnoCarbon undertakes to use all the means at its disposal to limit the number and duration of interruptions that may occur as a result of its actions.
7.2.4. IN ANY STATE OF CAUSE, TechnoCarbon’s liability SHALL NOT BE RESEARCHED FOR ANY INDIRECT DAMAGE AND IN PARTICULAR LOSS OF LUCK TO REALIZE A PLUS-VALUE OR OTHER BENEFIT, LACK OF WON, LOSS OF DATA. FOR ANY PROVIDED DIRECT DAMAGE, TechnoCarbon’s liability shall be limited to the amount invested by the INVESTOR CONSIDERED IN TechnoCarbon’S CAPITAL.
8. Coverage of TechnoCarbon’s activity: Civil liability insurance
8.1. TechnoCarbon has negotiated and subscribed a referenced civil liability insurance policy n° __________ with _______________ IARD (policy number and name of the insurer to be informed) in order to guarantee the financial consequences of civil liability that may fall to it due to physical, material and immaterial damage caused to the third party as a result of the exercise of its activities within the framework of the planned investments.
The User understands and accepts that this policy applies only to activities directly related to the execution of an Investment Project in the Company subscribed via the TechnoCarbon Platform.
The following areas of activity are formally excluded from any warranty: ________ (to be completed depending on the policy). Not all activities that are subject to an insurance obligation or that are part of a regulated profession are covered.
It should be noted that the coverage is worldwide subject to the following exclusions: United States of America and Canada. (Other possible exclusions to be filled in)
For any questions regarding this insurance policy, the Investor may obtain additional information by contacting our referring agent directly at the following address:
(Broker contact information to be completed)
8.2. TechnoCarbon cannot be held liable for the insurance company’s refusal to guarantee damage, in strict compliance with the application of the conditions and guarantees. No recourse may be exercised in this respect by the Investor or his possible insurer against TechnoCarbon.
9. Intellectual Property
9.1. Intellectual Property of the Platform
All elements present on the Platform, in particular, texts, images, videos, photographs, trademarks, logos, domain names, TechnoCarbon Content, Legal Documentation and all Confidential Information (non-exhaustive list) are the exclusive property of TechnoCarbon or its partners, excluding Content published by Users.
The extraction, reproduction or representation, in whole or in part, of the Platform or any of its components is strictly prohibited and constitutes an infringement punishable by the Intellectual Property Code.
All the elements of the Platform are covered by intellectual property rights, and in particular copyright, of TechnoCarbon or its partners.
9.2. Intellectual Property on the Content
All Content published by the User is subject to its intellectual property rights.
However, the User expressly authorizes TechnoCarbon to use, publish and share, host, reproduce, reproduce, modify, collect and store, translate and display such Content made public when it is published on the Platform for the purposes of exploiting, improving, promoting advertising of the Platform, or to enable the establishment of new partnerships. In particular, the User authorizes TechnoCarbon to distribute the content collected on social networks, on the blogs that TechnoCarbon operates, as well as on all media (physical and digital).
This express authorization is valid for France and the whole world, and this, for the duration of the User’s registration. In the event of deactivation of the User’s account, TechnoCarbon will endeavour to make such Content invisible within 24 hours, with the following exceptions.
● TechnoCarbon retains such Content after the account is closed where it is reasonably necessary to fulfill its legal obligations (including requests from authorities), comply with regulatory requirements, resolve disputes, maintain security, and prevent fraud and abuse.
● TechnoCarbon stores personalized information after the account is deactivated.
● TechnoCarbon keeps the information shared between Users (conversations, evaluations etc.) that will always be visible on the platform after deactivation of the account.
● TechnoCarbon may use the Content published by the User without being exposed to legal proceedings, subject to the conditions set out above. The deactivation of the User’s account does not constitute grounds for terminating the application of this clause.
10. Hypertext links
10.1. Hypertext links to be redirected to the Platform’s home page or to its profile page may be created by the User.
The dissemination by the User on the Platform of a link redirecting the Internet user to a site that does not comply with the legislation in force or that is likely to contravene the interest, image or reputation of the Platform or TechnoCarbon is strictly prohibited.
If TechnoCarbon believes that the link established with the Platform is likely to be contrary to its interest, image or reputation, TechnoCarbon reserves the right to terminate the possibility of sharing a hypertext link.
A hypertext link from a site outside the Platform and redirecting the user to the Platform does not imply the existence of a partnership between the Platform and the target site. TechnoCarbon cannot be held liable for the content (comments, products and services, etc.) present on a third party site, even if this site contains a hypertext link to the Platform, TechnoCarbon having no control over these sites.
10.2. Similarly, TechnoCarbon has no control over the partner sites whose links may be presented on the Platform. TechnoCarbon cannot therefore be held liable for the accessibility and availability of these sites, but also for their content (comments, products and services offered, etc.).
Any direct and indirect damage resulting from the consultation or use of the partner sites, as well as their content (content, products and services offered, etc.), to which the User would have had access via the Platform, are in no way the responsibility of TechnoCarbon.
11. Duration – Termination
The User’s acceptance of the T&Cs constitutes the conclusion of this contract with TechnoCarbon for an indefinite period of time.
In the event of a breach of laws and regulations or a breach of the T&Cs, TechnoCarbon reserves the right to suspend or terminate the account of the User causing the breach, ipso jure, at the end of a period of 7 days from the date of notification via the Platform’s messaging system or by e-mail. TechnoCarbon may also refuse, for these reasons, the User’s future access to part or all of its Services, without TechnoCarbon’s liability being engaged.
12. Nullity – Waiver
If one of the clauses of the T&Cs is declared null and void due to a change in legislation or a court decision, the other clauses shall remain fully applicable.
TechnoCarbon’s failure to exercise its rights hereunder does not constitute a waiver of its rights.
13. Investor Service
The Investor may contact TechnoCarbon’s Investor Services and Platform with any questions or requests for information or by sending an e-mail to: privacy@TechnoCarbon.fr
14. Modification of the T&Cs
TechnoCarbon reserves the right to modify, at any time, all or part of the T&Cs. It is therefore the User’s responsibility to regularly consult the T&Cs.
In case of opposition to any of the modifications, the User has the possibility to deactivate his account.
However, the fact that the User browses the Platform and uses all or part of the services after any modifications made to the T&Cs will constitute acceptance by the User of these modifications.
15. Applicable law and competent jurisdiction
The T&Cs are subject for their validity, interpretation and execution to French law. This is the case for both substantive and formal rules.
By express agreement, the Parties agree, as a matter of non-receipt, that any grievance against any other Party or the Company shall be made only in an individual capacity and not as a plaintiff or member of any class action, representative collective or association proceeding.
Before any case is brought before a court, all disputes concerning the validity, interpretation, execution or non-execution of the GCU or relating to the Investment, shall be submitted to mediation in accordance with the mediation rules of the Centre de Médiation et d’Arbitrage de Paris (include under the underlined terms the hypertext link to these rules) (CMAP : 39, avenue F. D. Roosevelt – 75008 Paris – France), to which the parties expressly declare their agreement. In the event of failure of the mediation, the Commercial Court of Paris (France) shall have sole jurisdiction, even in the event of multiple defendants or warranty claims.
By express agreement of the Parties, any claim, action or proceeding brought by one Party against the other Party, in order to be admissible by the court seised, must be brought no later than one year after the date of the event giving rise to such claim, action or proceeding, under penalty of non-receipt.
16. Rules of evidence
In accordance with the provisions of Article 1316-2 of the Civil Code, the Parties shall determine the rules of evidence admissible between them in the context of their relations. The Parties agree that electronic files sent by the Company and/or by one Party to the other, or made available on the Platform, shall be admissible before the Courts and shall demonstrate the data and elements they contain and, where applicable, the authentication and signature procedures they express. The parties agree that the other Party may express its consent by signing on a tablet or screen and/or ticking boxes and/or using any other means made available to it. These procedures are admissible before the Courts and demonstrate the data and elements they materialize as well as the signatures they express.