General terms and conditions of Matis
Version 1.0 of 20/02/2023
These general terms and conditions of use are concluded between:
Matis, a société par actions simplifiée (simplified joint stock company), with share capital of 1,000 euros, registered in the Paris Trade and Companies Register under number 922 588 488, with registered office at 41, rue des Jeuneurs, 75009 Paris, France, intra-community VAT number FR68922588488 (hereinafter the "Company"), approved as a provider of participatory finance services (hereinafter "PSFP") by the Autorité des Marchés Financiers (hereinafter "AMF") in accordance with Regulation (EU) 2020/1503 of October 7, 2020 on European providers of participatory finance services for entrepreneurs (the "ECSP Regulation") ;
AND
the "Member".
- Purpose - Application of the "Member" GTCU
The website https://www.matis.club is a platform enabling, in particular, individuals or legal entities, acting for professional or non-professional purposes, to participate in the financing of commercial activities dedicated to the acquisition, exploitation, and resale of artworks (hereinafter the "Platform").
The purpose of these general terms and conditions of use ("GTCU") is to govern the use of the Platform by the Member (as defined below) or by any user/visitor of the website, in particular for the purpose of enabling him/her, under certain conditions, to invest in financing offers dedicated to the acquisition, exploitation and resale of artworks.
"Guest Member" status is acquired subject to:
(i) having received an invitation from the Platform (via co-option of existing Members or from a wealth management professional with whom the Company has concluded an agreement) in the form of a code communicated by any means of communication, and having responded favorably in accordance with the terms specified in the invitation;
(ii) to have unreservedly accepted the latest version of these GTCU, and to comply with them.
The change from Guest Member to "Customer Member", enabling access to all the services offered by the Platform (as described in Article 2 below), is acquired subject to:
(i) having completed and complied with an identification and information procedure in accordance with applicable legal and regulatory obligations;
(ii) having opened a payment account (as described in Article 3 below) enabling financial transactions to be carried out on the Platform.
The term "Member" covered by these GTCU refers to any person having access to the Platform as a Guest Member or Customer Member.
- Description of the services offered by the Platform
Subject to becoming a Client Member, the Platform offers co-investment services governed by European regulation 2020/1503 (hereinafter the "ECSP Regulation"), as well as art consultancy services (hereinafter the "Services").
The Platform also offers a number of activities accessible to all Members (including Guest Members), such as invitations to dedicated events.
2.1 Co-investment services
As part of its co-investment activities covered by the ECSP Regulations, the Company offers, via the Platform, an intermediation and matchmaking service between Members and commercial companies that have acquired, or wish to acquire, an identified artwork (the "Project Holders"). As such, the Platform provides the services of placing, without any firm commitment, and receiving and transmitting orders for securities issued by Project Holders. To this end, the Platform:
- publishes offers for the co-investment of artworks (via their placement without firm commitment on the Platform within the meaning of the ECSP Regulations), on the basis of information transmitted by Project Holders, enabling Members to acquire financial securities issued by Project Holders on one or more co-investment offers ;
- provides a service for receiving and transmitting orders on behalf of its Members, which are time-stamped and processed in the order in which they are received.
By adhering to these GTCU, the Member acknowledges being duly informed that the co-investment services provided by the Platform are not covered by the deposit guarantee scheme established in accordance with Directive 2014/49/EU and that the financial securities acquired through the Platform are not covered by the investor compensation scheme established in accordance with Directive 97/9/EC.
2.2 Art consulting services
In addition to co-investment services, and thanks to its unique expertise in the field of the exploitation, development and sale of works of art, the Platform provides art consultancy services. In this context, the Platform provides its Members with advice on the acquisition of works of art, and support in their exploitation and development.
- Creating a payment account
In order to enable financial flows via the Platform in connection with transactions concluded by Members under one or more co-investment offers, the Company has signed a contract with SAS Lemonway, 8 rue du Sentier, 75002 Paris, RCS 500 486 915, a payment institution approved by the ACPR and authorized to provide payment services. Within this framework, the Company has become Lemonway's agent and allows its Members, after acceptance of a framework agreement between the Member and Lemonway, to open a Lemonway payment account dedicated to investment transactions carried out from the Platform.
The framework agreement proposed by Lemonway describes the operation of payment and reimbursement transactions that may be carried out on the Member's account. It can be consulted at the following link: https://www.lemonway.com/conditions-generales-dutilisation/ and must be accepted by the Member when entering the information required to create his/her payment account.
On a commercial basis, payment account management fees are paid by the Company, and are not payable by Members for investment transactions carried out on the Platform.
- Price of Services
Access to the Platform and co-investment offers is free of charge for Members.
The prices of the Services offered by the Platform are described below. They are paid by direct debit from the payment accounts opened in the Member's name with Lemonway via the Platform.
4.1 Price of co-investment services
As part of the financing services provided by the Platform as described in Article 2.1 above, subscription to offers by the Member will give rise, where applicable, to payment of a fee to the Company, of which the Member will be informed in advance.
In particular, investment in a co-investment offer via the Platform will give rise to payment to the Company by the Member, at the time of investment, of a commission of between 0% and 5% of the amount invested (excluding taxes and fees), which will be determined according to the amount actually invested.
The exact amount of all fees supported by the Member in connection with his or her investment via the Platform in a given co-investment offer will be detailed on the Platform and in the key investment information sheet provided via the Platform for each co-investment offer.
By making an investment via the Platform, the Member expressly agrees to be liable for all costs of which he/she is informed in advance via the description provided on the Platform and in the key investment information sheet for each co-investment offer in which he/she invests.
4.2 Price of art consulting services
As part of the art consulting services provided by the Platform as described in Article 2.2, the Member shall pay the Company a commission of an amount and frequency determined on a case-by-case basis, which will be presented to the Member in advance before the service is provided.
- Participation in and subscription to co-investment offers
To invest in the co-investment offers presented on the Platform, the Member must first meet the following cumulative conditions:
a) become a Customer Member of the Platform;
b) be categorized by the Company as a sophisticated or unsophisticated investor and accept this in the case of a sophisticated investor, in accordance with the relevant provisions of the ECSP Regulations. If the Client Member is considered to be unsophisticated according to the criteria established by the ECSP Regulations, he/she undertakes to undergo the test provided for this purpose by the aforementioned regulations, enabling the Company to assess whether the co-investment services offered are appropriate for him/her. Members undertake to provide only reliable information that accurately reflects their knowledge, skills, experience, financial situation, investment objectives and understanding of the risks involved. On the basis of this test, and in certain circumstances, the Company may not allow a Customer Member considered unsophisticated to invest in the offers proposed on the Platform if it considers that the co-investment services it proposes are not appropriate for him/her;
c) have completed their investor profile.
The subscription by a Customer Member to offers presented on the Platform will be carried out through a process enabling him/her to consult each offer in detail, to consult the related documentation and, where applicable, the related regulations, and to identify and correct any errors made in entering his/her data. Documentation relating to offers posted on the Platform is based on information supplied by Project Holders, under the latter's control and responsibility. The Company may not be held liable for any omission or inaccuracy of information relating to offers on the Platform, where such omission or inaccuracy is attributable to the Project Sponsor of the relevant offer.
Members should carefully read the documentation relating to the co-investment offers presented on the Platform and in which they wish to invest, to ensure that they have fully understood the structuring of these offers.
The Member will have access to a telephone hotline operated by a dedicated team of the Company, whose number will be indicated on each offer, for the purpose of obtaining further information on the offers presented.
All offers are available in French and English.
Offers are subscribed to by means of the Customer Member's electronic signature of the relevant contractual documentation available on the Platform, which will have been communicated to him/her beforehand. In accordance with Article 22 of the ECSP Regulations, Members categorized as uninformed investors have a cooling-off period of four (4) calendar days following the subscription of their investment. Before the end of this period, the Investor must indicate his or her intention not to invest via the Platform's website interface.
Subject to the foregoing, Members' subscriptions for securities issued by Project Holders are final and do not give rise to any right of withdrawal in accordance with Article L.222-9 1° of the French Consumer Code.
The Member will then be invited to transfer the investment amount via his/her Lemonway payment account.
The Member is hereby informed that, as part of the co-investment services provided by the Company via the Platform, it invests in financial securities issued by Project Holders that are financially autonomous legal entities. which are financially autonomous legal entities.
The Member's shareholding will therefore be contributed to the Project Holder who will carry out the investment operation, which is the subject of the offer. Details of how the co-investment offer is structured, and the associated risks, are described in detail on the Platform and in the key investment information sheet provided via the Platform for each co-investment offer. The Member undertakes to invest only after having read all the information thus made available, and only if he/she understands and accepts it.
At the end of the process of issuing financial securities, the Member will receive in his personal space available on the Platform (see Article 7 below) a certificate issued by the issuer (the Project Holder) indicating that he is listed on its register.
It is specified that any forecasts concerning investments or the financial performance of Project Holders, where applicable, mentioned in the documents made available on the Platform and originating from partners, are forecasts, opinions or estimates and in no way constitute any guarantee or firm commitment that these events or forecasts will occur.
The Member expressly accepts that his or her confidential data and personal data (which may include, as the case may be, his or her identity documents) may be transmitted to service providers involved in the execution of operations and to meet their regulatory obligations, in particular those relating to the fight against money laundering and the financing of terrorism.
- Extinctive management protocol
In accordance with the entry into force of European Regulation 2020/1503 of October 7, 2020, creating the new regulatory framework relating to participatory financing, the platform is obliged to define and organize the procedures for monitoring financing operations and managing operations until their completion, including in the event that the platform ceases its activities. Matis has therefore subscribed to Capsens' extinctive management service.
Capsens is a SAS with capital of €10,400, registered with the RCS of Paris under SIREN 798709044, domiciled at 35 rue Beaubourg - 75003 Paris.
In accordance with the provisions of Articles L.548-6 and R.548-9 of the French Monetary and Financial Code, and Article 325-57 of the General Regulations of the “Autorité́ des Marchés Financiers”, Capsens - in its capacity of Payment Service Provider Agent - is competent to manage the continuation of ongoing operations in the event of the cessation of Matis' activities within the strict framework of its regulated activity of participatory financing.
By registering on the Platform, you agree that your data (personal data, investment data, documents) may be transmitted to Capsens as part of the migration tests carried out on a regular basis. These migration tests prepare for the transfer of data from Matis to the extinctive management platform in the event of extinctive management.
Capsens undertakes to comply with the regulations in force applicable to the processing of personal data, in particular Law No. 78-17 of January 6, 1978 in its current version (known as the "Loi Informatique et Libertés") and Regulation (EU) 2016/679 of April 27, 2016 (known as the "General Data Protection Regulation" or "GDPR").
In the event that:
- Matis declares its extinctive management to Capsens and informs its users of the cessation of its activities
- Capsens migrates user data to the extinctive management platform within two weeks
- Capsens contacts users to give them access to the extinctive management platform. On this platform, issuers and investors have a clear view of current and future financial flows. They can also access their payment account information with the payment service provider, update their personal data and disburse funds to their bank account.
- In the case of bond issues, Capsens becomes the representative of the bondholders, and is responsible for collecting payments from issuers. In the interest of investors, Capsens can negotiate with bond issuers to restructure their debt. In the event of late repayment exceeding 30 days, Capsens may delegate collection to a subcontracted collection company. The fees charged by this company are deducted from the amounts paid out to investors. The fees charged by Capsens to issuers and investors apply to the total amount due, not to the amount settled.
- In the case of project holders repaying by direct debit, in order to prevent from the risk of the user withdrawing from the debit, Capsens makes the funds available to investors 8 weeks after receipt.
- Capsens takes :
o issuers of 0.5% of the amount of the maturity due
o investors 2% of the amount due
So if a due date amounts to €1,000 (including principal and interest), the issuer is charged €1,005. Capsens keeps €25 and pays €980 to the investors.
- If the Extinctive Management protocol is triggered, any additional benefits to the interest rate paid by the issuers to investors will no longer be paid. This does not affect benefits already paid into the users' payment account, which are retained.
- Digital nature of the relationship with the Member
The Matis Platform is an exclusively digital Platform.
Consequently, the present GTCU and any contract signed via the Platform are only signed in digital form (tick box, electronic signature), and the Member is aware that he/she cannot request a return to paper.
As a consequence of the foregoing, the Member expressly accepts the use of his/her "e-mail" address for any communication, including commercial prospecting, with the Company.
By way of exception, in the event of a claim against the Platform, the Member may request that communications from the Company in connection with this claim be made on paper.
Furthermore, in the event that the Member does not reply to e-mails received from the Company or make any use of his/her e-mail address, the Company reserves the right to use any other means of communication provided by the Member, which the Member expressly accepts.
Similarly, the signature of any documentation by the Member will be by electronic signature, which the Member expressly accepts.
- Personal aera
As soon as the Member acquires the status of Member, he/she is provided with an online personal aera, accessible from the Platform.
All contractual documents are made available to the Member in his or her personal area in PDF format and for a period of time that complies with applicable legal provisions. They will therefore be kept for the duration of the relationship with the Member, and once the contractual relationship has come to an end, they will be kept and available until the latest of the following dates: (i) ten (10) years after the date of conclusion of the last contract signed with the Member, or (ii) five (5) years after the end of the contractual relationship.
Other documents are made available on the personal area according to the same rules.
- Member commitments
a) The offers proposed by the Platform are accessible under certain conditions linked to the information collected when becoming a Customer Member.
b) The Member guarantees at all times the accuracy of the information provided to the Company to create his/her account on the Platform and to open his/her payment account. The Member undertakes to update this information (whether or not at the request of the Company) and to inform the Company without delay of any change in his or her personal information, it being specified that the provision and accuracy of this information has an impact on the Company's compliance with its legal obligations. The Member acknowledges and accepts that this obligation is a substantial one.
c) The Member undertakes to ensure that his or her means of authentication when accessing the Platform and electronically signing documents (password, cell phone, other where applicable) are strictly personal and remain under his or her sole control. The Member undertakes to notify the Company immediately of any loss or compromise of any of his/her means of authentication.
d) The Member shall refrain from any action likely to affect the operation of the Platform, such as, for example, attempted intrusion or corruption of data, denial-of-service attacks, or in general any action likely to affect its integrity.
e) The Member shall refrain from any inappropriate behaviour on the Platform, which may result in termination of the relationship.
f) The Platform does not provide tax advice. Prior to any investment, Members are invited to check with their usual advisors whether the transaction is appropriate in terms of their personal financial, asset and tax situation, and in terms of their investment objectives. Prior to any investment, the Member must also have familiarized himself/herself with the tax information relating to the investments he/she intends to make. The Member undertakes to comply with all applicable national and cross-border laws and regulations, in particular those relating to taxation. The Member confirms that the Company has informed him/her that by failing to comply with his/her tax obligations, he/she may be subject to financial or penal sanctions, in accordance with the laws and regulations applicable to him/her.
The Company may not be held liable in the event of failure by the Member to properly and fully meet his or her tax obligations in the country of which he or she is a resident, or to any country which considers the Member to be a tax resident or liable for tax obligations. The Member undertakes to indemnify the Company for any damage it may suffer in the event of the Member's failure to comply with his or her tax obligations.
g) The Member declares that he/she is aware of the tax obligations to which he/she is subject in respect of investments made through the Platform. These tax compliance commitments are an essential condition for maintaining Member status.
h) The Member represents and warrants to the Company that it is not subject to economic sanctions, is not a resident of a country or geographical area subject to economic sanctions, is not a resident of a country or geographical area subject to extended sanctions and/or is not involved in operations, investments, activities or any other transactions involving or benefiting directly or indirectly countries/geographical areas subject to extended sanctions or any person or entity subject to economic sanctions under a sanctions program imposed by the Office of foreign assets control, the European Union or the United Nations Security Council (hereinafter the "Sanctions").
For the entire duration of the contractual relationship, the Member shall inform the Company of any change affecting the declarations made hereunder, and in particular those relating to Sanctions.
Should the Member's declarations be affected by the existence of Sanctions, the Company may, depending on the case concerned:
- not execute or suspend the supply of the product or service concerned or the operations initiated by the Member; or
- terminate these GTCU. The consequences of such termination will be those provided for in Article 16 below.
The Member holding the payment account, whether or not he/she is the beneficial owner of the payment account, undertakes to inform the Company spontaneously, within thirty (30) days of the occurrence of the event, of any change in his/her personal situation, in particular his/her marital status, place of residence, nationality or tax residence.
The Company expressly draws the Member's attention to the fact that, in application of any international agreements entered into by France, the Member's identity and the information held by the Company and Lemonway in relation to the payment account may be transmitted, upon valid request, to the competent foreign authorities, including tax authorities. The Company accepts no liability for any damage that the Member may suffer as a result of its legal or tax status, or as a result of its failure to comply with its obligations in this respect.
- No canvassing
The Member acknowledges that acceptance of the GTCU does not imply any act of solicitation on the part of the Company.
- Availability of the Platform
The Company makes every effort to ensure that the Platform is accessible seven days a week and twenty-four hours a day (24/7). However, access to the Platform may be temporarily unavailable for maintenance purposes, with or without prior notice, without the Member being entitled to claim any compensation for this.
- Protection of personal data
The Company, as data controller, collects and processes personal data:
- for the purposes of account creation, access and provision of the services offered by the Platform. The legal basis for this processing is the provision of the service and performance of the contract entered into.
- for newsletter-type prospecting purposes, as well as to offer events to the community of Members and Project Holders if they wish to subscribe. The legal basis for this processing is the Company's legitimate interest in making its activities and services widely known to its Members and Project Holders. Members may refuse to receive this type of solicitation at any time.
- To meet the Company's legal and regulatory obligations.
The Member's personal data will be kept until the later of: (i) ten (10) years after the date of conclusion of the last contract signed with the Member, or (ii) five (5) years after the end of the contractual relationship. By way of exception, such data may be kept for longer periods in order to manage ongoing claims and litigation, as well as to meet the Company's legal and/or regulatory obligations, and/or to respond to requests from the authorities.
Personal data is transmitted to service providers for the performance of work and services subcontracted by the Company. Where applicable, Member data may also be communicated to official bodies and to the authorized administrative and judicial authorities of the country concerned, notably in connection with the fight against money laundering and the financing of terrorism, the fight against fraud and the determination of tax status.
The above-mentioned processing operations may involve the transfer of personal data to countries outside the European Economic Area, whose legislation on the protection of personal data differs from that of the European Union. In such cases, the Company will implement the necessary measures in accordance with the applicable regulations to ensure the protection of the personal data transferred.
Members have the right to request access to their personal data and the rectification of inaccurate data. The Member may request the deletion of his or her data and the limitation of processing, within the limits provided for by applicable legislation, it being specified that the exercise of these rights may, where applicable, result in the loss of Member status or the impossibility of entering into or performing certain contracts. Members have the right to the portability of the personal data they have provided to the Company, in accordance with applicable legislation. Lastly, in accordance with applicable legislation, the Member may also define instructions for the processing of his/her personal data in the event of death.
Members may exercise their rights by writing to the Company's Data Protection Officer at dpo@matis.club, providing they can prove their identity by enclosing a copy of an official identity document.
Members are informed of the possibility of lodging a complaint concerning the processing of their personal data with the Commission Nationale Informatique et Libertés ("CNIL") - www.cnil.fr - 3 place de Fontenoy 75007 Paris, the supervisory authority in France responsible for compliance with obligations relating to personal data.
- Intellectual property rights
The content accessible on the Platform, whatever its form: text, logo, brand, photo, video, etc. (the "Content") and the programs and software used by the Platform are the exclusive property of the Company or its assigns or its partners or service providers.
The Member shall refrain from reusing, modifying or reproducing any Content, on pain of infringement, punishable by civil and criminal penalties.
- Responsibility
The Company is under no circumstances responsible for any damage that may result from
(i) a compromise (including forgetfulness, loss, theft, etc. ) of the Member's authentication means,
(ii) a malfunction of the Internet network or the IT infrastructure of one of the Company's partners,
(iii) a malfunction of the Member's IT equipment, (iv) a breach by the Member of his or her obligations under these GTCU or any other commitment relating to the co-investment offers presented by the Platform, or (v) a case of force majeure within the meaning of Article 1218 of the French Civil Code.
- Privacy
The Company undertakes to keep confidential the information provided by the Member. However, this confidentiality may be removed at the express request of the Member or with his or her express authorization on a case-by-case basis, or, in accordance with the law and international conventions, in particular at the request of guardianship authorities, tax or customs authorities, or a criminal or civil court.
The Member expressly accepts, by adhering to the present GTCU, that the Company is authorized to transfer the information required from the Member :
- to its partners in order to manage the Member's subscription to their offers and their follow-up ;
- to the service providers it uses to operate the Platform and the Company, in particular its technical service providers, auditors and external consultants.
The Company has taken the necessary measures to ensure the security and confidentiality of the information transmitted.
- Duration
The GTCU become effective upon acceptance by the Member and remain effective until expiry of the Member's status for any reason whatsoever, without prejudice to the continuation of rights and obligations that should naturally survive such expiry.
- Termination - Suspension
The Company may cancel the present contract, refuse Member status or exclude a Member at any time, without having to justify its decision, and without the Member being entitled to claim any compensation as a result. Termination or suspension will be notified to the Member by e-mail and will terminate at the end of one (1) month's notice following receipt by the Member of the termination by the Company.
The Member may also terminate his or her membership at any time, subject to following the procedure provided by the Company. Termination will be effective at the end of one (1) month's notice, beginning on the date the termination request is received by the Company. Such termination shall automatically entail termination of the contract with Lemonway.
- Termination of the GTCU - Loss of Member status
In the event of termination of the GTCU for any reason whatsoever, the Member loses his/her status and can no longer access the Platform's co-investment offers.
- Evidence agreement
The Member accepts that:
- these GTCU in electronic form have the same probative value between the parties as the agreement on paper;
- identification elements, computer records, electronic signature certificates and electronic signatures will be admissible in court as evidence of the data, consents and facts they contain, and of the signatures they express;
- time stamps are admissible in court as evidence of the data and facts they contain;
- documents exchanged in electronic form are admissible in court as evidence of the data and facts they contain;
- an electronic signature attached to a document has the same legal effect as a handwritten signature.
- Anti-money laundering, combating the Financing of Terrorism ("AML-CFT")
Regulations concerning the prevention of the use of the financial system for the purposes of money laundering and terrorist financing require the Company, as Lemonway's agent, to verify the identity of customers and, where applicable, their representative(s) or the beneficial owner of the business relationship.
Furthermore, for the entire duration of the relationship, the Company asks the Member to provide information relating to "knowledge of the customer and the business relationship", in order to assess the risks of money laundering and terrorist financing, in accordance with current regulations.
The Member undertakes to provide the Company with all the information required for AML/CFT purposes.
In accordance with applicable legislation, the Company is required to exercise constant vigilance over the business relationship and to examine certain transactions carried out by the Member, ensuring that they are consistent with its up-to-date knowledge of the Member. To this end, it may, in the presence of transactions that appear inconsistent or suspicious or unusual, enquire of the Member or, where applicable, his or her authorized representative, as to the origin or destination of the funds, the purpose and nature of the transaction or the identity of the person benefiting from it. The Member, the legal representative or the mandated agent, as the case may be, undertakes to provide the Company with all information necessary for the Company to comply with its obligations or those of Lemonway with regard to transactions carried out via the payment account. Failing this, the Company reserves the right not to execute the transaction, to cancel it or to terminate the relationship.
- New versions - Amendments
The Company reserves the right to modify the GTCU at any time. In the event of modification of the GTCU, the new GTCU will be sent to the Member by e-mail one (1) month before they become effective. If the Member does not wish to accept the new GTCU, he/she may terminate his/her membership in accordance with Article 16.
- Divisibility
Should one or more of the articles of these GTCU become ineffective, this will not affect the validity of the other articles of these GTCU.
- Handling complaints
The Company has set up a complaints handling policy available on the Plateforme website.
- Applicable law, disputes and waiver of unforeseeability
The validity, interpretation and execution of the GTCU are governed by French law.
In the event of a dispute, the Member and the Company will make their best efforts to resolve the matter amicably.
If the claimant is not satisfied with the Company's response, or in the absence of a reply within thirty (30) working days, he/she may refer the matter to the Mediator of the Autorité des Marchés Financiers:
https://www.amf-france.org/fr/le-mediateur/presentation.
The claimant may also contact the mediator by telephone:
(+33) 01 53 45 60 00
or by post at the following address:
Autorité des Marchés Financiers
La médiation
17, place de la Bourse 75082 Paris Cedex 02 France
Should the amicable procedure fail, the dispute will be referred to the competent ordinary courts.
The provisions of Article 1195 of the French Civil Code shall not apply to the GTCU. No claim, judicial, administrative or arbitral procedure before any court, arbitral tribunal or authority whatsoever may have the object or effect of implementing or applying the provisions of Article 1195 of the Civil Code relating to contractual unforeseeability.