Terms of Service

In order to use the Club Tylia investment platform and its associated services, it is important to read carefully and understand the following terms and conditions of use. By accepting these terms and conditions of use, you agree to comply with the terms and conditions outlined below.


1. DEFINITIONS - INTERPRETATIONS

1.1. DEFINITIONS


Terms beginning with a capital letter, when not defined elsewhere in these terms and conditions of use, shall have the meanings assigned to them herein.

ACPR: Refers to the Prudential Control Authority and Resolution.

Member: Refers to an Internet user who has provided TYLIA Invest with the information necessary to access the investor registration pages, namely:

  • Having accepted the General Terms of Use of the Site;

  • Having acknowledged the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accepted these risks.

AMF: Refers to the Financial Markets Authority.

Subscription Form: Refers to the document prepared by the Site materializing the Subscription Request, whose administrative processing is ensured by TYLIA Invest according to the following fundamental principles:

  • Compliance with the mentions and formats provided by the Commercial Code;

  • Compliance with the rules applicable to electronic signatures established by the Civil Code;

  • Neutrality of the Site in processing Subscription Forms as they are received with automatic timestamping;

  • Validation of Subscription Forms according to the rule of "first come, first served".

Transfer: Refers to any transfer of ownership or of one of the elements of ownership of one or more Financial Securities of an Issuer held by an Investor or a Holding whose Financial Securities are held by an Investor (in the event that the Holding is not the company carrying the Project). The Transfer covers in particular the transfer following the death of the Investor (in the event that the latter is a natural person) or the dissolution of the Investor (in the event that the latter is a legal entity), mergers, and similar operations, as well as gifts and pledges.

Escrow Account: Refers to the bank account opened in the books of a banking institution independent of TYLIA Invest on which the sums paid by the Investors are recorded and which can only be used for subscribing to the Shares.

Electronic Account: Refers to the space made available to the Investor on the Site allowing access to the Services and all personal data that they have provided. This dematerialized space records the personal data of the account holder and the Transactions in which they participate (for example: identification in quality and quantity of the Shares). This Electronic Account also allows the Investor to access personalized information (information about the Issuers or Beneficiary Companies in which they have invested via a Holding).

General Terms of Use: Refers to these general terms of use of the Site, including the use of the Services.

Wealth Management Advisor: Refers to an Internet user who has the status of financial investment advisor within the meaning of Articles L. 541-1 and following of the Monetary and Financial Code and has provided TYLIA Invest with the information enabling them to access the restricted access pages, namely:

  • Having accepted the General Terms of Use of the Site;

  • Having acknowledged the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accepted these risks.

Subscription Request: Refers to the act by which a Member expresses their willingness to participate in an Operation.

Synthetic Regulatory Information Document (DIRS): Refers to the document presenting the characteristics of an Operation in accordance with Annex 1 of the AMF instruction DOC 2014-12. This document is prepared by TYLIA Invest and accessible on the Site for each of the Operations on the page of the Site presenting the Operation.

Beneficiary Company: Refers to the legal entity carrying the project presented on the Site, selected by TYLIA Invest, whose Holding holds Financial Securities.

Issuer: Refers to the legal entity presented on the Site that issues the Financial Securities offered for subscription in the event that no Holding is interposed between the company carrying the project and the Investors.

Holding: Refers to the legal entity created to subscribe to the Financial Securities issued by a Beneficiary Company, whose Financial Securities are offered for subscription.

Internet User: Refers to any natural or legal person accessing the Site via the Internet.

Investor: Refers to the Member who has provided the information requested in the client knowledge questionnaire and to whom TYLIA Invest has not denied this status.

Investment: Refers to the sum paid by an Investor to subscribe to a Share.

Subscription Mandate: Refers to the instruction given by the Investor to TYLIA Invest whereby they:

  • Instruct TYLIA Invest to subscribe to the Financial Securities that will be issued either by an Issuer in the context of an Operation, or by a Holding at its creation, or by the Beneficiary Company in the context of an Operation; and

  • Commit to releasing their subscription; and

  • Grant all powers to TYLIA Invest to carry out this Operation. This mandate is included in the Subscription Form formalizing the Subscription Request.

Member: Refers to a Member or a Wealth Management Advisor.

Target Amount of Fundraising: Refers to the subscription objective by Investors of Financial Securities issued by a Holding or an Issuer.

Operation: Refers to the Issuance of Financial Securities related to the project of an Issuer or Beneficiary Company presented on the Site.

Partner: Refers to a Wealth Management Advisor who has signed a partnership agreement with TYLIA Invest and to whom TYLIA Invest has not denied this status.


Share: Refers to the Financial Securities of a Holding or the Issuer that the Investor holds.

Investment Collection Period: Refers to the period set by TYLIA Invest and the Issuer or the Beneficiary Company for each Operation, during which Investments are collected and which is mentioned in the DIRS of the Operation or the Prospectus, if applicable.

Prospectus: Refers to the document established pursuant to Article 212-1 of the AMF General Regulation and made available to Members when said offer constitutes a public offer of Financial Securities, as defined in Article L.411-1 of the Monetary and Financial Code.

PSI: Refers to the status of Investment Service Provider as defined by Article L.531-1 of the Monetary and Financial Code.

Services: Refers to the services provided by TYLIA Invest on the Site, including investment advisory services and non-guaranteed placement defined in Article L.321-1 of the Monetary and Financial Code.

Site: Refers to the investment platform called ClubTylia accessible at the following address: www.clubtylia.com, published and operated by TYLIA Invest.

Financial Securities: Refers to the securities defined in Articles L.212-1 A and L.213-1 of the Monetary and Financial Code.

TYLIA Invest: Refers to the company TYLIA Invest, simplified joint-stock company with a capital of €2,532,041.16, whose registered office is located at 13 rue Saint-Florentin, 75008 Paris, identified under the unique number 753 153 204 RCS PARIS and holding an authorisation from the ACPR as an Investment Service Provider (PSI) under number CIB 11483.


1.2. INTERPRETATIONS

The definitions given above in a singular term also apply when the term is in the plural and vice versa. The definitions given for a noun apply mutatis mutandis to verbs, adjectives, and adverbs having the same grammatical root and vice versa.



2. OBJECT

The General Terms of Use aim to define the conditions and modalities for using the Site. They apply, without restriction or reservation, to all Services. The Services offered on the Site are accessible to clients with or without their Partners after creating an Electronic Account and identifying themselves by "login" and password.

When creating their Electronic Account, the Member expressly accepts and without reservation the General Terms of Use and declares to be bound by them.

Under the terms of the General Terms of Use, the Member expressly accepts and without reservation that the information required in the context of the Services will be made available by TYLIA Invest on the Site or transmitted by email to the Member. The Member is informed that the information may be communicated to them in paper format if they make a prior request to TYLIA Invest through the contact form and under the conditions set out in Article 15 of these General Terms of Use. TYLIA Invest reserves the right to change at any time, all or part of the General Terms of Use and will inform the Members of these changes by any means it deems appropriate (SMS, email, etc.).



3. REGISTRATION

3.1 OBTAINING THE STATUS OF MEMBER AND INVESTOR


3.1.1. Obtaining Member Status

In order to benefit from the Services of the Site, the Internet user wishing to register as a Member must create their Electronic Account by filling out the registration form.

The Internet user will choose an Electronic Account name (“login”) and a password that will enable them to access the Services.

By filling out the registration form, the Internet user agrees to provide accurate and complete information at the time of registration and to update it if necessary, as soon as possible.

The Internet user agrees that this information will remain accurate and sincere throughout the duration of their registration on the Site.

The Member may modify the information concerning them using the “My Account” section.

For the creation and use of their Electronic Account, the Internet user or member must:

  • Be over 18 years old;

  • Have the legal capacity to engage in the investment process and in particular not be under guardianship, curatorship, etc.;

  • Hold a bank account denominated in euros opened with a duly regulated institution to maintain bank accounts and manage means of payment located in the SEPA area;

  • Provide their personal contact information;

  • Be duly authorized and possess the necessary rights if representing a legal entity;

  • Read and accept the General Terms of Use of the Site;

  • Acknowledge the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accept these risks;

  • Declare that the Investments do not arise from the exercise of an illegal activity and do not contribute to money laundering or the financing of terrorist organizations.

The declarations of the Member must remain accurate and sincere throughout the duration of the opening of the Electronic Account and at each Investment. They will be formally reiterated on all requests made by TYLIA Invest. The Member thus agrees to inform TYLIA Invest at any time of any inaccuracies in these declarations.


Any use of the Member's Electronic Account is deemed to have been carried out by the latter, and the Member is responsible for any use of their Electronic Account.

The Member agrees not to disclose and to maintain the confidentiality of their “login” and password to avoid any unauthorized use of their Electronic Account by a third party.

TYLIA Invest cannot be held liable for any losses or damages resulting from a third party's use of the Member's Electronic Account.

In the event that the Member becomes aware of a data breach of their Electronic Account or access by an unauthorized third party to it, they will immediately inform TYLIA Invest using the contact form.



3.1.2. Obtaining Investor Status

The Investor can only obtain the status of Investor if they have provided, at the request of TYLIA Invest, the following information:

  • The investor knowledge questionnaire and anti-money laundering questionnaire (natural person or legal entity as applicable) duly completed, in accordance with Articles L. 533-13 and L. 561-6 of the Monetary and Financial Code;

  • A copy of their identity card or passport in force;

  • An IBAN in their name.

Upon receipt of this information, TYLIA Invest will carry out the necessary due diligence for the proper execution of its PSI services. The Member is informed that TYLIA Invest may refuse them the status of Investor, in accordance with the applicable legislation.

This information must remain accurate and sincere throughout the duration of the opening of the Electronic Account and at each Investment. They are formally reiterated upon request from TYLIA Invest.

The Member agrees to inform TYLIA Invest at any time of any inaccuracies in this information.



3.2. OBTAINING THE STATUS OF WEALTH MANAGEMENT ADVISOR AND PARTNER

3.2.1. Obtaining Wealth Management Advisor Status

In order to benefit from the Services of the Site, the Internet user, legal entity, wishing to register as a Wealth Management Advisor, must create their Electronic Account by filling out the registration form.

The Internet user will choose an Electronic Account name (“login”) and a password that will enable them to access the Services.

By filling out the registration form, the Internet user agrees to provide accurate and complete information at the time of registration and to update it if necessary, as soon as possible.

The Internet user agrees that this information will remain accurate and sincere throughout the duration of their registration on the Site.

The Wealth Management Advisor may modify the information concerning them using the “My Account” section.

For the creation and use of their Electronic Account, as a Wealth Management Advisor, the Internet user must:

  • Be over 18 years old;

  • Read and accept the General Terms of Use of the Site;

  • Be duly authorized and possess the necessary rights if representing a legal entity;

  • Have the status of financial investment advisor within the meaning of Article L. 541-1 and following of the Monetary and Financial Code;

  • Provide their personal contact information;

  • Provide the supporting documents;

  • Sign the partnership agreement with TYLIA Invest.

The declarations of the Wealth Management Advisor must remain accurate and sincere throughout the duration of the opening of the Electronic Account. They will be formally reiterated on all requests made by TYLIA Invest.

The Wealth Management Advisor thus agrees to inform TYLIA Invest at any time of any inaccuracies in these declarations.

Any use of the Wealth Management Advisor's Electronic Account is deemed to have been carried out by the latter, and the Wealth Management Advisor is responsible for any use of their Electronic Account.

The Wealth Management Advisor agrees not to disclose and maintain the confidentiality of their “login” and password to avoid any unauthorized use of their Electronic Account by a third party.

TYLIA Invest cannot be held liable for any losses or damages resulting from a third party's use of the Wealth Management Advisor's Electronic Account.

In the event that the Wealth Management Advisor becomes aware of a data breach of their Electronic Account or access by an unauthorized third party to it, they will immediately inform TYLIA Invest using the contact form.


3.2.2. Obtaining Partner Status

The Wealth Management Advisor can only obtain the status of Partner if they have provided, at the request of TYLIA Invest, the following information:

  • A Kbis dated within the last 3 months;

  • A copy of the professional certification attesting to their status as a financial investment advisor within the meaning of Articles L. 541-1 and following of the Monetary and Financial Code (ORIAS certificate);

  • A copy of the professional liability insurance certificate;

  • A copy of the financial guarantee certificate.

Upon receipt of this information, TYLIA Invest will carry out the necessary due diligence for the proper execution of its PSI services. The Wealth Management Advisor is informed that they may be refused the status of Partner by TYLIA Invest, in accordance with the applicable legislation.

Once its status as Partner is validated by TYLIA Invest, the Partner will receive their partner code and may present the Site to recommend projects presented on the Site as indicated in Article 4.4 of these General Terms of Use.

This information must remain accurate and sincere throughout the duration of the opening of the Electronic Account. They are formally reiterated upon request from TYLIA Invest.

The Partner agrees to inform TYLIA Invest at any time of any inaccuracies in this information.


4. INVESTMENT SERVICE

4.1 MISSIONS OF TYLIA Invest

TYLIA Invest: provides notably the following Services mentioned in Article L.321-1 of the Monetary and Financial Code:

  • Non-guaranteed placement;

  • Investment advice.


4.1.1 Non-guaranteed Placement

In accordance with Article D.321-1, 7° of the Monetary and Financial Code, the non-guaranteed placement service consists of seeking subscribers or purchasers on behalf of an Issuer or a transferor of Financial Securities without guaranteeing a subscription or acquisition amount.

TYLIA Invest signs a non-guaranteed placement contract with the Issuers and Beneficiary Companies whose Operations are presented on the Site. The Financial Securities representative of these Operations are then offered for subscription to the Investors of the Site.


4.1.2. Investment Advice

In accordance with Article L.321-1,5° of the Monetary and Financial Code, the investment advice service consists of providing personalized recommendations to a third party, either at their request or at the initiative of the company providing the advice, regarding one or more transactions involving financial instruments.

TYLIA Invest offers investment advisory services prior to the non-guaranteed placement service.

TYLIA Invest either (i) provides the Investment Advisory Service itself or (ii) signs a partnership agreement with delegation of financial investment advice with the Partners.

In this regard, the Member is informed that when accompanied by their Partner, the financial investment advice service is performed by the Partner under their exclusive responsibility.

The investment advice service provided by TYLIA Invest is part of a progressive process consisting of the following:

A) First, the Internet user must accept these General Terms of Use before being able to access Member status. By accepting these General Terms of Use, the Member entrusts TYLIA Invest with an investment advisory service mission.

B) The Member must then complete the client knowledge questionnaire. The client knowledge questionnaire allows TYLIA Invest to obtain information regarding the knowledge and experience of the Members, their financial situation (including their capacity to bear losses) and their investment objectives (including their risk tolerance) so that TYLIA Invest can recommend the financial instruments that suit them in accordance with Article L. 541-8-1 4° of the Monetary and Financial Code.

C) Once the client knowledge questionnaire is completed by the Member, TYLIA Invest will conduct the suitability test. The suitability test allows TYLIA Invest to verify that the transaction it intends to recommend is suitable for the Member's situation in light of the information filled out by the Member in the client knowledge questionnaire.

D) Once the client knowledge questionnaire is validated and the suitability test conducted by TYLIA Invest, the Member will receive an email informing them of the validation or refusal of their request for Investor status. In the case of validation of the Investor status, the email will specify the categorization of the Investor.

In accordance with applicable regulations, TYLIA Invest has an obligation to categorize a new Investor into one of the following categories:

  • Non-professional (or retail) client;

  • Professional client (Article D. 533-11 of the Monetary and Financial Code);

  • Eligible counterparty (Article D. 533-13 of the Monetary and Financial Code).

The Investor is informed of their right to request a categorization different from the one defined by TYLIA Invest. However, TYLIA Invest may accept or refuse the request for a change of categorization. The conditions under which this request can be made by the Investor, and the consequences that would result regarding their degree of protection are those specified in the AMF General Regulation.

TYLIA Invest will provide the Member with investment advice recommending the financial instruments suitable for the Investor's situation.

TYLIA Invest will refrain from providing investment advice when it has not been able to gather the necessary information to carry out the suitability test.

E) TYLIA Invest will formalize the investment advice in a suitability statement, which will be sent by email to the Investor before they fill out their Subscription Form. The suitability statement will include a summary of the advice given and explain how the recommendations made are suitable for the Investor's situation.
The investment advisory services implemented by TYLIA Invest are carried out occasionally at the time of subscription for each of the proposed Operations without reoccurrence thereafter during the holding period of the Investment by the Investor.
Thus, the suitability statement will also specify that TYLIA Invest will not provide the Investor with a periodic reassessment of the appropriateness of the financial instruments recommended to them in the suitability statement.

F) Finally, the suitability statement will mention that TYLIA Invest provides non-independent investment advice as its advice is based on a restricted analysis of different types of financial instruments issued or offered by entities having close ties to TYLIA Invest and that TYLIA Invest is compensated for its investment advisory service by the Issuer or the Beneficiary Company in the event that a Holding is interposed (cf. Article 4.2 below).


4.1.3. Other Services

TYLIA Invest also provides other services, including:

  • Selection and presentation of Operations;

  • Communication to Investors of information concerning the Issuers or Beneficiary Companies, (DIRS or Prospectus if applicable, business plan, statutes of the Issuer or Holding, etc.);

  • Management of the Electronic Account;

  • Management of the Holding and its investment in the Beneficiary Company at the decision of the shareholders of the Holding in the event that TYLIA Invest holds the presidency of the Holding.


4.2 REMUNERATION OF TYLIA Invest

4.2.1 Remuneration Paid by Beneficiary Companies

At the end of the Investment Collection Period, the remuneration of TYLIA Invest, particularly in return for the non-guaranteed placement activity, the DIRS or the Prospectus if applicable concerning the Operation, external advisory fees, and support of the Beneficiary Company in structuring its Operation, becomes due. It amounts to a percentage calculated on the amount of the subscription to the Financial Securities issued by the Beneficiary Company.


4.2.2 Remuneration Paid by Investors

TYLIA Invest will not be directly compensated by Investors. However, TYLIA Invest will receive compensation for the management of each Holding. The terms of enforceability and calculation of this compensation are detailed in the articles addressing the Presidency and dissolution-liquidation in the statutes of each Holding.


4.3 PRESENTATION OF THE OPERATION

  • The presentation of the Operation on the Site contains notably:

  • The following information contained in the DIRS or Prospectus if applicable concerning the Operation:

  • The nature and structuring of the Operation;

  • The characteristics of the Issuer if applicable;

  • The characteristics of the Holding if applicable;

  • The nature of the Financial Securities;

  • The characteristics of the fundraising (amount, price per Financial Security, subscription period, etc.);

  • The positive and negative target markets of the Financial Securities of the Operation;

  • The risk profile of this Investment;

  • The name of the Beneficiary Company and its registered office if applicable;

  • Information about the Issuer or Beneficiary Company if applicable (legal, economic, financial, historical, and prospective);

  • The aim of the fundraising for the Issuer or the Beneficiary Company;

  • The state of fundraising.

  • In the event that TYLIA Invest directly provides a recommendation to an Investor, TYLIA Invest will provide the Investor with the code for the Operation it recommends.


4.4 PROCESS OF PRESENTATION AND RECOMMENDATION BY THE PARTNER

Once the Partner status is validated by TYLIA Invest, the Partner may send an email via the Site to one of their clients inviting them to discover the Site and possibly register as a Member on the Site to explore the presented Operations.

Once their client is registered as a Member on the Site and if the Member has entered the Partner's code, the Partner may send this Member an email via the Site in which they recommend one or several Operations presented on the Site. They also provide the Operation's code. This code is unique to each Operation and is provided to the Partner by TYLIA Invest.


4.5 INVESTOR INVESTMENT PROCESS

Once connected to the Site, the Investor discovers the Operation by entering the Operation's code in the designated tab. They indicate in the “Invest” tab the amount they wish to invest in the Operation they have chosen. If the Member does not have Investor status, they will not be able to discover the Operation. They will be redirected to the application form for Investor status. Investor status must be obtained in advance before any Subscription Request.

Investments are made via the Investor's Electronic Account. They can only be made during the Investment Collection Period.

The Site will automatically readjust the amount the Investor wishes to invest:

  • To the immediately lower sum (or higher in the event of a single Financial Security) in order that the amount of the Investment corresponds to the subscription of a whole number of Financial Securities of the Issuer or the Holding;

  • And depending on the amounts that can still be invested in the Operation within the maximum limit of the fundraising ceiling. TYLIA Invest will carry out all due diligence regarding its obligations in the area of prevention and fighting against money laundering, as defined in Articles L.561-5 and following of the Monetary and Financial Code.

TYLIA Invest reserves the right not to execute the Subscription Request if the Investor does not meet the legal requirements, does not fill out the client knowledge questionnaire made available by TYLIA Invest, or does not provide the necessary documents for its due diligence in accordance with applicable legislation.

By electronically signing the Subscription Form (including the Mandate) via the electronic signature process as defined in Article 1316-4 of the Civil Code, the Investor mandates and empowers TYLIA Invest to act on their behalf and for their account:

  • To subscribe to the Financial Securities of the Issuer, the Holding, or the Beneficiary Company if applicable, in the case of an Operation via a Holding;

  • To sign the statutes of the Holding;

  • To transfer the amount of the Investment from the Escrow Account to the bank account of the Issuer or the Holding if applicable;

  • And more generally, to negotiate, conclude, and sign all acts relating to the above and to take necessary steps to implement the operations mentioned above.

This Mandate agreement will remain in force at the latest until the registration of the Holding or until the completion of the capital increase if the Issuer, the Holding, or the Beneficiary Company is a newly created company.

The Investor will be informed of the entire General Terms of Use, and will have confirmed their full and unconditional acceptance by ticking the acceptance box for the General Terms of Use when registering as a Member and will be able to verify the characteristics of their investment.

The Investor will be informed of the receipt of the Subscription Request and its characteristics.

TYLIA Invest also reserves the right not to proceed with an Operation if it believes that the eligibility conditions for it to the Operations proposed on the Site are no longer met compared to the initial conditions.

At the end of TYLIA Invest's due diligence, the Investor will receive an email informing them of the consideration of their Subscription Request and the related payment, made under the conditions of Article 6.

The execution of the Subscription Request is subject to validation by TYLIA Invest of the consideration for the Investment and to the definitive realization of the fundraising.

In the absence of validation of the Subscription Request by TYLIA Invest or absence of definitive realization of the fundraising, TYLIA Invest will refund the amount paid by the Investor to the Escrow Account.


4.6 SUBSCRIPTION OF THE HOLDING TO THE ISSUANCE OF FINANCIAL SECURITIES OF THE BENEFICIARY COMPANY

Depending on the schedule of the Beneficiary Company, the Holding of which the Investor has become a shareholder, represented for this purpose by TYLIA Invest:

  • Will subscribe to the issuance of Financial Securities of the Beneficiary Company, if applicable after having acquired all Financial Securities giving access to its capital;

  • Will fully release the contribution related to this subscription;

  • Will thereby become the holder of Financial Securities of the Beneficiary Company;

  • Will sign all documents necessary for the realization of the investment in the Beneficiary Company, including a shareholders' agreement if applicable. As needed, the Investor gives TYLIA Invest all powers for these purposes in the Subscription Form.

TYLIA Invest will inform the Investors via the Site of the definitive realization of the capital increase of the Beneficiary Company.


5. DIVESTMENT

The modalities of divestment are specified in the DIRS or Prospectus if applicable.


6. WARNINGS RELATING TO INVESTMENT SERVICES

All Investment must be made by an Investor within the limits of their financial capacities according to the current regulations.

  • In particular, TYLIA Invest warns the Investor on the following points:

  • Liquidity Risks:

  • The securities of the Issuer or the Holding and the Beneficiary Company if applicable being unlisted, their liquidity is not guaranteed. Liquidity could be effective at the time of seeking buyers or an exit opportunity (notably in the case of a private equity fund entry, buyback by the founders, entry of an industrial player, LBO or stock market listing or repayment of the Financial Security);

  • In application of specific statutory or extrastatutory clauses for each Operation, the Financial Securities of the Issuer or the Holding and/or the Beneficiary Company if applicable may be non-transferable for a specified duration;

  • Risk of Lost Capital: the Investor must be aware of the risk of losing part or all of their Investment;

  • Risk of Dilution;

  • Risk of Non-Payment of Dividends or Interest;

  • Risk of Failure to Realize a Capital Gain;

  • Risk of Non-Completion of Operation: In the event of the non-completion of the Operation, the sums received for this Operation into the Escrow Account are refunded to the Investor;

  • Risk of Over-Subscription: There is a risk that TYLIA Invest cannot accept all Investment requests for an Operation.


  • Before any Investment, TYLIA Invest or its Wealth Management Advisor ensures that the Investor:

  • Has a full understanding of the benefits and potential risks of the Investment;

  • Takes their decision independently;

  • Subscribes to an appropriate operation, considering their financial situation, experience, operational and financial resources, or any other circumstance;

  • Is able to correctly apprehend and understand the Operation (characteristics, risks, recommended holding period of the Investment...) in which they plan to invest.


The Investor agrees to take all necessary measures before any Investment decision, to inform themselves of the consequences of their Investment on their situation, particularly financial, asset, or tax. In general, the investor is invited to consult their tax advisor or their usual client manager to determine the applicable tax rules to their particular situation.

The Investor agrees to consider the warnings communicated to them on the Site.


7. PAYMENT METHODS

The Investment is made via bank transfer or cheque payable to TYLIA Invest.


8. CONFLICTS OF INTEREST MANAGEMENT POLICY

The PSIs must take all measures to prevent conflicts of interest that may harm the interests of their clients. In this regard, TYLIA Invest has established a policy regarding the prevention and management of these conflicts.

If TYLIA Invest were unable to neutralize a conflict of interest or if it deemed a potential conflict of interest situation necessitates informing the Investor Members and/or the Issuer or Beneficiary Company, TYLIA Invest would inform them of the general nature or source of the conflict of interest.


9. LIABILITY

9.1 COMPLAINT PROCEDURE

According to AMF Regulation, any complaint made by a Member will be examined by TYLIA Invest.

In accordance with applicable regulations, TYLIA Invest agrees to respond to it within a maximum of two (2) months from the date of receipt of the complaint, unless in exceptional circumstances.

Except for abuse, the handling of complaints is carried out at no cost to the claimant.

The Member shall submit their complaints to the TYLIA Invest Member service, through the contact form.

You may also download our complaint handling policy.


9.2 EXCLUSIONS OF LIABILITY

9.2.1 Exclusions of liability concerning the operation of the Site

The Members acknowledge that their use of the Site is at their own risk.

The Member releases TYLIA Invest, its directors, agents, employees, or service providers from any liability for all damages resulting from the use of the Site.

The Site provides the Member with information for informational purposes only. Furthermore, this information should be taken into account at the time of its online publication and not at the time of visiting the Site.

TYLIA Invest cannot in any case be held responsible for, (of), (for):

  • Any indirect damage potentially resulting from the use of the Site, or conversely from the impossibility of using it;

  • Any failure of the Member to communicate information concerning their Electronic Account or its content to TYLIA Invest;

  • The inability of the Member to securely and confidentially maintain their password or the information of their Electronic Account;

  • A malfunction, unavailability of access, misuse, maladjustment of the Member's computer, or the use of an infrequently used browser by the Member;

  • A suspension of Services by the host, a malicious intrusion, or the presence of computer viruses;

  • The content of advertisements and other links or external sources accessible to the Internet user from the Site.

TYLIA Invest will not be responsible for the content of third-party websites to which hyperlinks from the Site or appearing on the Site might refer.

Due to the evolving nature, limitations, and technological possibilities associated with the Internet, TYLIA Invest warns the Member, particularly regarding the following points:

  • No systematic and exhaustive control is performed by TYLIA Invest on the nature and characteristics of the data that may transit on the Site;

  • The nature and characteristics of the Internet network (notably the absence of rigorous and systematic protection, the diversion in the flow of information), technical or technological hazards, do not allow guaranteeing the consultation, inquiry or transfer of data, as well as the confidentiality of correspondence;

  • In respect of the purpose of the processing of data extracted from the Site, the Member is solely responsible for the use of the data they consult, inquire, or transfer via the Internet;

  • The Member must take all necessary measures to protect their own data, software, computers, smartphones, tablets, and all other peripherals or devices against contamination by viruses that may circulate on the Internet;

  • The Member's equipment is entirely their responsibility, TYLIA Invest cannot be held responsible for any problems of unavailability, connectivity to the network, or transmission of data consulted on the Site, information disseminated by the Member on the Site, or uses of the Site that are not in compliance with the General Terms of Use.


9.2.2 Exclusions of liability related to the status of PSI

TYLIA Invest cannot be held liable for:

  • All risks related to Investment and notably those mentioned in Article 5 (Risks) of the General Terms of Use;

  • The non-realization of an Operation;

  • The improper transmission by the Member of a request for Investor status and specifically the absence of consideration of a request for Investor status in certain cases such as, for instance, the absence of completeness of the information provided by the Member in the client knowledge questionnaire;

  • The improper transmission by the Investor of a Subscription Request and specifically the absence of consideration of a Subscription Request in certain cases such as, for instance, the absence of completeness of the information provided by the Member;

  • The improper transmission by the Investor of a Subscription Request and specifically the absence of consideration of a Subscription Request in certain cases such as, for instance, the absence of completeness of the information provided by the Member.

TYLIA Invest is covered by a professional liability insurance subscribed with a well-known solvent company and with guarantees adapted to its activities.


10. PERSONAL DATA, COOKIES

10.1 DATA AND PROCESSING

In terms of collecting personal data, TYLIA Invest acts fairly and lawfully. The purpose of the processing carried out on the personal data collected by TYLIA Invest is to fulfill its corporate purpose, namely providing the following{

In order to use the Club Tylia investment platform and its associated services, it is important to read carefully and understand the following terms and conditions of use. By accepting these terms and conditions of use, you agree to comply with the terms and conditions outlined below.


1. DEFINITIONS - INTERPRETATIONS

1.1. DEFINITIONS


Terms beginning with a capital letter, when not defined elsewhere in these terms and conditions of use, shall have the meanings assigned to them herein.

ACPR: Refers to the Prudential Control Authority and Resolution.

Member: Refers to an Internet user who has provided TYLIA Invest with the information necessary to access the investor registration pages, namely:

  • Having accepted the General Terms of Use of the Site;

  • Having acknowledged the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accepted these risks.

AMF: Refers to the Financial Markets Authority.

Subscription Form: Refers to the document prepared by the Site materializing the Subscription Request, whose administrative processing is ensured by TYLIA Invest according to the following fundamental principles:

  • Compliance with the mentions and formats provided by the Commercial Code;

  • Compliance with the rules applicable to electronic signatures established by the Civil Code;

  • Neutrality of the Site in processing Subscription Forms as they are received with automatic timestamping;

  • Validation of Subscription Forms according to the rule of "first come, first served".

Transfer: Refers to any transfer of ownership or of one of the elements of ownership of one or more Financial Securities of an Issuer held by an Investor or a Holding whose Financial Securities are held by an Investor (in the event that the Holding is not the company carrying the Project). The Transfer covers in particular the transfer following the death of the Investor (in the event that the latter is a natural person) or the dissolution of the Investor (in the event that the latter is a legal entity), mergers, and similar operations, as well as gifts and pledges.

Escrow Account: Refers to the bank account opened in the books of a banking institution independent of TYLIA Invest on which the sums paid by the Investors are recorded and which can only be used for subscribing to the Shares.

Electronic Account: Refers to the space made available to the Investor on the Site allowing access to the Services and all personal data that they have provided. This dematerialized space records the personal data of the account holder and the Transactions in which they participate (for example: identification in quality and quantity of the Shares). This Electronic Account also allows the Investor to access personalized information (information about the Issuers or Beneficiary Companies in which they have invested via a Holding).

General Terms of Use: Refers to these general terms of use of the Site, including the use of the Services.

Wealth Management Advisor: Refers to an Internet user who has the status of financial investment advisor within the meaning of Articles L. 541-1 and following of the Monetary and Financial Code and has provided TYLIA Invest with the information enabling them to access the restricted access pages, namely:

  • Having accepted the General Terms of Use of the Site;

  • Having acknowledged the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accepted these risks.

Subscription Request: Refers to the act by which a Member expresses their willingness to participate in an Operation.

Synthetic Regulatory Information Document (DIRS): Refers to the document presenting the characteristics of an Operation in accordance with Annex 1 of the AMF instruction DOC 2014-12. This document is prepared by TYLIA Invest and accessible on the Site for each of the Operations on the page of the Site presenting the Operation.

Beneficiary Company: Refers to the legal entity carrying the project presented on the Site, selected by TYLIA Invest, whose Holding holds Financial Securities.

Issuer: Refers to the legal entity presented on the Site that issues the Financial Securities offered for subscription in the event that no Holding is interposed between the company carrying the project and the Investors.

Holding: Refers to the legal entity created to subscribe to the Financial Securities issued by a Beneficiary Company, whose Financial Securities are offered for subscription.

Internet User: Refers to any natural or legal person accessing the Site via the Internet.

Investor: Refers to the Member who has provided the information requested in the client knowledge questionnaire and to whom TYLIA Invest has not denied this status.

Investment: Refers to the sum paid by an Investor to subscribe to a Share.

Subscription Mandate: Refers to the instruction given by the Investor to TYLIA Invest whereby they:

  • Instruct TYLIA Invest to subscribe to the Financial Securities that will be issued either by an Issuer in the context of an Operation, or by a Holding at its creation, or by the Beneficiary Company in the context of an Operation; and

  • Commit to releasing their subscription; and

  • Grant all powers to TYLIA Invest to carry out this Operation. This mandate is included in the Subscription Form formalizing the Subscription Request.

Member: Refers to a Member or a Wealth Management Advisor.

Target Amount of Fundraising: Refers to the subscription objective by Investors of Financial Securities issued by a Holding or an Issuer.

Operation: Refers to the Issuance of Financial Securities related to the project of an Issuer or Beneficiary Company presented on the Site.

Partner: Refers to a Wealth Management Advisor who has signed a partnership agreement with TYLIA Invest and to whom TYLIA Invest has not denied this status.


Share: Refers to the Financial Securities of a Holding or the Issuer that the Investor holds.

Investment Collection Period: Refers to the period set by TYLIA Invest and the Issuer or the Beneficiary Company for each Operation, during which Investments are collected and which is mentioned in the DIRS of the Operation or the Prospectus, if applicable.

Prospectus: Refers to the document established pursuant to Article 212-1 of the AMF General Regulation and made available to Members when said offer constitutes a public offer of Financial Securities, as defined in Article L.411-1 of the Monetary and Financial Code.

PSI: Refers to the status of Investment Service Provider as defined by Article L.531-1 of the Monetary and Financial Code.

Services: Refers to the services provided by TYLIA Invest on the Site, including investment advisory services and non-guaranteed placement defined in Article L.321-1 of the Monetary and Financial Code.

Site: Refers to the investment platform called ClubTylia accessible at the following address: www.clubtylia.com, published and operated by TYLIA Invest.

Financial Securities: Refers to the securities defined in Articles L.212-1 A and L.213-1 of the Monetary and Financial Code.

TYLIA Invest: Refers to the company TYLIA Invest, simplified joint-stock company with a capital of €2,532,041.16, whose registered office is located at 13 rue Saint-Florentin, 75008 Paris, identified under the unique number 753 153 204 RCS PARIS and holding an authorisation from the ACPR as an Investment Service Provider (PSI) under number CIB 11483.


1.2. INTERPRETATIONS

The definitions given above in a singular term also apply when the term is in the plural and vice versa. The definitions given for a noun apply mutatis mutandis to verbs, adjectives, and adverbs having the same grammatical root and vice versa.



2. OBJECT

The General Terms of Use aim to define the conditions and modalities for using the Site. They apply, without restriction or reservation, to all Services. The Services offered on the Site are accessible to clients with or without their Partners after creating an Electronic Account and identifying themselves by "login" and password.

When creating their Electronic Account, the Member expressly accepts and without reservation the General Terms of Use and declares to be bound by them.

Under the terms of the General Terms of Use, the Member expressly accepts and without reservation that the information required in the context of the Services will be made available by TYLIA Invest on the Site or transmitted by email to the Member. The Member is informed that the information may be communicated to them in paper format if they make a prior request to TYLIA Invest through the contact form and under the conditions set out in Article 15 of these General Terms of Use. TYLIA Invest reserves the right to change at any time, all or part of the General Terms of Use and will inform the Members of these changes by any means it deems appropriate (SMS, email, etc.).



3. REGISTRATION

3.1 OBTAINING THE STATUS OF MEMBER AND INVESTOR


3.1.1. Obtaining Member Status

In order to benefit from the Services of the Site, the Internet user wishing to register as a Member must create their Electronic Account by filling out the registration form.

The Internet user will choose an Electronic Account name (“login”) and a password that will enable them to access the Services.

By filling out the registration form, the Internet user agrees to provide accurate and complete information at the time of registration and to update it if necessary, as soon as possible.

The Internet user agrees that this information will remain accurate and sincere throughout the duration of their registration on the Site.

The Member may modify the information concerning them using the “My Account” section.

For the creation and use of their Electronic Account, the Internet user or member must:

  • Be over 18 years old;

  • Have the legal capacity to engage in the investment process and in particular not be under guardianship, curatorship, etc.;

  • Hold a bank account denominated in euros opened with a duly regulated institution to maintain bank accounts and manage means of payment located in the SEPA area;

  • Provide their personal contact information;

  • Be duly authorized and possess the necessary rights if representing a legal entity;

  • Read and accept the General Terms of Use of the Site;

  • Acknowledge the general risks inherent in the proposed investments (loss of capital, illiquidity, etc.) and expressly accept these risks;

  • Declare that the Investments do not arise from the exercise of an illegal activity and do not contribute to money laundering or the financing of terrorist organizations.

The declarations of the Member must remain accurate and sincere throughout the duration of the opening of the Electronic Account and at each Investment. They will be formally reiterated on all requests made by TYLIA Invest. The Member thus agrees to inform TYLIA Invest at any time of any inaccuracies in these declarations.


Any use of the Member's Electronic Account is deemed to have been carried out by the latter, and the Member is responsible for any use of their Electronic Account.

The Member agrees not to disclose and to maintain the confidentiality of their “login” and password to avoid any unauthorized use of their Electronic Account by a third party.

TYLIA Invest cannot be held liable for any losses or damages resulting from a third party's use of the Member's Electronic Account.

In the event that the Member becomes aware of a data breach of their Electronic Account or access by an unauthorized third party to it, they will immediately inform TYLIA Invest using the contact form.



3.1.2. Obtaining Investor Status

The Investor can only obtain the status of Investor if they have provided, at the request of TYLIA Invest, the following information:

  • The investor knowledge questionnaire and anti-money laundering questionnaire (natural person or legal entity as applicable) duly completed, in accordance with Articles L. 533-13 and L. 561-6 of the Monetary and Financial Code;

  • A copy of their identity card or passport in force;

  • An IBAN in their name.

Upon receipt of this information, TYLIA Invest will carry out the necessary due diligence for the proper execution of its PSI services. The Member is informed that TYLIA Invest may refuse them the status of Investor, in accordance with the applicable legislation.

This information must remain accurate and sincere throughout the duration of the opening of the Electronic Account and at each Investment. They are formally reiterated upon request from TYLIA Invest.

The Member agrees to inform TYLIA Invest at any time of any inaccuracies in this information.



3.2. OBTAINING THE STATUS OF WEALTH MANAGEMENT ADVISOR AND PARTNER

3.2.1. Obtaining Wealth Management Advisor Status

In order to benefit from the Services of the Site, the Internet user, legal entity, wishing to register as a Wealth Management Advisor, must create their Electronic Account by filling out the registration form.

The Internet user will choose an Electronic Account name (“login”) and a password that will enable them to access the Services.

By filling out the registration form, the Internet user agrees to provide accurate and complete information at the time of registration and to update it if necessary, as soon as possible.

The Internet user agrees that this information will remain accurate and sincere throughout the duration of their registration on the Site.

The Wealth Management Advisor may modify the information concerning them using the “My Account” section.

For the creation and use of their Electronic Account, as a Wealth Management Advisor, the Internet user must:

  • Be over 18 years old;

  • Read and accept the General Terms of Use of the Site;

  • Be duly authorized and possess the necessary rights if representing a legal entity;

  • Have the status of financial investment advisor within the meaning of Article L. 541-1 and following of the Monetary and Financial Code;

  • Provide their personal contact information;

  • Provide the supporting documents;

  • Sign the partnership agreement with TYLIA Invest.

The declarations of the Wealth Management Advisor must remain accurate and sincere throughout the duration of the opening of the Electronic Account. They will be formally reiterated on all requests made by TYLIA Invest.

The Wealth Management Advisor thus agrees to inform TYLIA Invest at any time of any inaccuracies in these declarations.

Any use of the Wealth Management Advisor's Electronic Account is deemed to have been carried out by the latter, and the Wealth Management Advisor is responsible for any use of their Electronic Account.

The Wealth Management Advisor agrees not to disclose and maintain the confidentiality of their “login” and password to avoid any unauthorized use of their Electronic Account by a third party.

TYLIA Invest cannot be held liable for any losses or damages resulting from a third party's use of the Wealth Management Advisor's Electronic Account.

In the event that the Wealth Management Advisor becomes aware of a data breach of their Electronic Account or access by an unauthorized third party to it, they will immediately inform TYLIA Invest using the contact form.


3.2.2. Obtaining Partner Status

The Wealth Management Advisor can only obtain the status of Partner if they have provided, at the request of TYLIA Invest, the following information:

  • A Kbis dated within the last 3 months;

  • A copy of the professional certification attesting to their status as a financial investment advisor within the meaning of Articles L. 541-1 and following of the Monetary and Financial Code (ORIAS certificate);

  • A copy of the professional liability insurance certificate;

  • A copy of the financial guarantee certificate.

Upon receipt of this information, TYLIA Invest will carry out the necessary due diligence for the proper execution of its PSI services. The Wealth Management Advisor is informed that they may be refused the status of Partner by TYLIA Invest, in accordance with the applicable legislation.

Once its status as Partner is validated by TYLIA Invest, the Partner will receive their partner code and may present the Site to recommend projects presented on the Site as indicated in Article 4.4 of these General Terms of Use.

This information must remain accurate and sincere throughout the duration of the opening of the Electronic Account. They are formally reiterated upon request from TYLIA Invest.

The Partner agrees to inform TYLIA Invest at any time of any inaccuracies in this information.


4. INVESTMENT SERVICE

4.1 MISSIONS OF TYLIA Invest

TYLIA Invest: provides notably the following Services mentioned in Article L.321-1 of the Monetary and Financial Code:

  • Non-guaranteed placement;

  • Investment advice.


4.1.1 Non-guaranteed Placement

In accordance with Article D.321-1, 7° of the Monetary and Financial Code, the non-guaranteed placement service consists of seeking subscribers or purchasers on behalf of an Issuer or a transferor of Financial Securities without guaranteeing a subscription or acquisition amount.

TYLIA Invest signs a non-guaranteed placement contract with the Issuers and Beneficiary Companies whose Operations are presented on the Site. The Financial Securities representative of these Operations are then offered for subscription to the Investors of the Site.


4.1.2. Investment Advice

In accordance with Article L.321-1,5° of the Monetary and Financial Code, the investment advice service consists of providing personalized recommendations to a third party, either at their request or at the initiative of the company providing the advice, regarding one or more transactions involving financial instruments.

TYLIA Invest offers investment advisory services prior to the non-guaranteed placement service.

TYLIA Invest either (i) provides the Investment Advisory Service itself or (ii) signs a partnership agreement with delegation of financial investment advice with the Partners.

In this regard, the Member is informed that when accompanied by their Partner, the financial investment advice service is performed by the Partner under their exclusive responsibility.

The investment advice service provided by TYLIA Invest is part of a progressive process consisting of the following:

A) First, the Internet user must accept these General Terms of Use before being able to access Member status. By accepting these General Terms of Use, the Member entrusts TYLIA Invest with an investment advisory service mission.

B) The Member must then complete the client knowledge questionnaire. The client knowledge questionnaire allows TYLIA Invest to obtain information regarding the knowledge and experience of the Members, their financial situation (including their capacity to bear losses) and their investment objectives (including their risk tolerance) so that TYLIA Invest can recommend the financial instruments that suit them in accordance with Article L. 541-8-1 4° of the Monetary and Financial Code.

C) Once the client knowledge questionnaire is completed by the Member, TYLIA Invest will conduct the suitability test. The suitability test allows TYLIA Invest to verify that the transaction it intends to recommend is suitable for the Member's situation in light of the information filled out by the Member in the client knowledge questionnaire.

D) Once the client knowledge questionnaire is validated and the suitability test conducted by TYLIA Invest, the Member will receive an email informing them of the validation or refusal of their request for Investor status. In the case of validation of the Investor status, the email will specify the categorization of the Investor.

In accordance with applicable regulations, TYLIA Invest has an obligation to categorize a new Investor into one of the following categories:

  • Non-professional (or retail) client;

  • Professional client (Article D. 533-11 of the Monetary and Financial Code);

  • Eligible counterparty (Article D. 533-13 of the Monetary and Financial Code).

The Investor is informed of their right to request a categorization different from the one defined by TYLIA Invest. However, TYLIA Invest may accept or refuse the request for a change of categorization. The conditions under which this request can be made by the Investor, and the consequences that would result regarding their degree of protection are those specified in the AMF General Regulation.

TYLIA Invest will provide the Member with investment advice recommending the financial instruments suitable for the Investor's situation.

TYLIA Invest will refrain from providing investment advice when it has not been able to gather the necessary information to carry out the suitability test.

E) TYLIA Invest will formalize the investment advice in a suitability statement, which will be sent by email to the Investor before they fill out their Subscription Form. The suitability statement will include a summary of the advice given and explain how the recommendations made are suitable for the Investor's situation.
The investment advisory services implemented by TYLIA Invest are carried out occasionally at the time of subscription for each of the proposed Operations without reoccurrence thereafter during the holding period of the Investment by the Investor.
Thus, the suitability statement will also specify that TYLIA Invest will not provide the Investor with a periodic reassessment of the appropriateness of the financial instruments recommended to them in the suitability statement.

F) Finally, the suitability statement will mention that TYLIA Invest provides non-independent investment advice as its advice is based on a restricted analysis of different types of financial instruments issued or offered by entities having close ties to TYLIA Invest and that TYLIA Invest is compensated for its investment advisory service by the Issuer or the Beneficiary Company in the event that a Holding is interposed (cf. Article 4.2 below).


4.1.3. Other Services

TYLIA Invest also provides other services, including:

  • Selection and presentation of Operations;

  • Communication to Investors of information concerning the Issuers or Beneficiary Companies, (DIRS or Prospectus if applicable, business plan, statutes of the Issuer or Holding, etc.);

  • Management of the Electronic Account;

  • Management of the Holding and its investment in the Beneficiary Company at the decision of the shareholders of the Holding in the event that TYLIA Invest holds the presidency of the Holding.


4.2 REMUNERATION OF TYLIA Invest

4.2.1 Remuneration Paid by Beneficiary Companies

At the end of the Investment Collection Period, the remuneration of TYLIA Invest, particularly in return for the non-guaranteed placement activity, the DIRS or the Prospectus if applicable concerning the Operation, external advisory fees, and support of the Beneficiary Company in structuring its Operation, becomes due. It amounts to a percentage calculated on the amount of the subscription to the Financial Securities issued by the Beneficiary Company.


4.2.2 Remuneration Paid by Investors

TYLIA Invest will not be directly compensated by Investors. However, TYLIA Invest will receive compensation for the management of each Holding. The terms of enforceability and calculation of this compensation are detailed in the articles addressing the Presidency and dissolution-liquidation in the statutes of each Holding.


4.3 PRESENTATION OF THE OPERATION

  • The presentation of the Operation on the Site contains notably:

  • The following information contained in the DIRS or Prospectus if applicable concerning the Operation:

  • The nature and structuring of the Operation;

  • The characteristics of the Issuer if applicable;

  • The characteristics of the Holding if applicable;

  • The nature of the Financial Securities;

  • The characteristics of the fundraising (amount, price per Financial Security, subscription period, etc.);

  • The positive and negative target markets of the Financial Securities of the Operation;

  • The risk profile of this Investment;

  • The name of the Beneficiary Company and its registered office if applicable;

  • Information about the Issuer or Beneficiary Company if applicable (legal, economic, financial, historical, and prospective);

  • The aim of the fundraising for the Issuer or the Beneficiary Company;

  • The state of fundraising.

  • In the event that TYLIA Invest directly provides a recommendation to an Investor, TYLIA Invest will provide the Investor with the code for the Operation it recommends.


4.4 PROCESS OF PRESENTATION AND RECOMMENDATION BY THE PARTNER

Once the Partner status is validated by TYLIA Invest, the Partner may send an email via the Site to one of their clients inviting them to discover the Site and possibly register as a Member on the Site to explore the presented Operations.

Once their client is registered as a Member on the Site and if the Member has entered the Partner's code, the Partner may send this Member an email via the Site in which they recommend one or several Operations presented on the Site. They also provide the Operation's code. This code is unique to each Operation and is provided to the Partner by TYLIA Invest.


4.5 INVESTOR INVESTMENT PROCESS

Once connected to the Site, the Investor discovers the Operation by entering the Operation's code in the designated tab. They indicate in the “Invest” tab the amount they wish to invest in the Operation they have chosen. If the Member does not have Investor status, they will not be able to discover the Operation. They will be redirected to the application form for Investor status. Investor status must be obtained in advance before any Subscription Request.

Investments are made via the Investor's Electronic Account. They can only be made during the Investment Collection Period.

The Site will automatically readjust the amount the Investor wishes to invest:

  • To the immediately lower sum (or higher in the event of a single Financial Security) in order that the amount of the Investment corresponds to the subscription of a whole number of Financial Securities of the Issuer or the Holding;

  • And depending on the amounts that can still be invested in the Operation within the maximum limit of the fundraising ceiling. TYLIA Invest will carry out all due diligence regarding its obligations in the area of prevention and fighting against money laundering, as defined in Articles L.561-5 and following of the Monetary and Financial Code.

TYLIA Invest reserves the right not to execute the Subscription Request if the Investor does not meet the legal requirements, does not fill out the client knowledge questionnaire made available by TYLIA Invest, or does not provide the necessary documents for its due diligence in accordance with applicable legislation.

By electronically signing the Subscription Form (including the Mandate) via the electronic signature process as defined in Article 1316-4 of the Civil Code, the Investor mandates and empowers TYLIA Invest to act on their behalf and for their account:

  • To subscribe to the Financial Securities of the Issuer, the Holding, or the Beneficiary Company if applicable, in the case of an Operation via a Holding;

  • To sign the statutes of the Holding;

  • To transfer the amount of the Investment from the Escrow Account to the bank account of the Issuer or the Holding if applicable;

  • And more generally, to negotiate, conclude, and sign all acts relating to the above and to take necessary steps to implement the operations mentioned above.

This Mandate agreement will remain in force at the latest until the registration of the Holding or until the completion of the capital increase if the Issuer, the Holding, or the Beneficiary Company is a newly created company.

The Investor will be informed of the entire General Terms of Use, and will have confirmed their full and unconditional acceptance by ticking the acceptance box for the General Terms of Use when registering as a Member and will be able to verify the characteristics of their investment.

The Investor will be informed of the receipt of the Subscription Request and its characteristics.

TYLIA Invest also reserves the right not to proceed with an Operation if it believes that the eligibility conditions for it to the Operations proposed on the Site are no longer met compared to the initial conditions.

At the end of TYLIA Invest's due diligence, the Investor will receive an email informing them of the consideration of their Subscription Request and the related payment, made under the conditions of Article 6.

The execution of the Subscription Request is subject to validation by TYLIA Invest of the consideration for the Investment and to the definitive realization of the fundraising.

In the absence of validation of the Subscription Request by TYLIA Invest or absence of definitive realization of the fundraising, TYLIA Invest will refund the amount paid by the Investor to the Escrow Account.


4.6 SUBSCRIPTION OF THE HOLDING TO THE ISSUANCE OF FINANCIAL SECURITIES OF THE BENEFICIARY COMPANY

Depending on the schedule of the Beneficiary Company, the Holding of which the Investor has become a shareholder, represented for this purpose by TYLIA Invest:

  • Will subscribe to the issuance of Financial Securities of the Beneficiary Company, if applicable after having acquired all Financial Securities giving access to its capital;

  • Will fully release the contribution related to this subscription;

  • Will thereby become the holder of Financial Securities of the Beneficiary Company;

  • Will sign all documents necessary for the realization of the investment in the Beneficiary Company, including a shareholders' agreement if applicable. As needed, the Investor gives TYLIA Invest all powers for these purposes in the Subscription Form.

TYLIA Invest will inform the Investors via the Site of the definitive realization of the capital increase of the Beneficiary Company.


5. DIVESTMENT

The modalities of divestment are specified in the DIRS or Prospectus if applicable.


6. WARNINGS RELATING TO INVESTMENT SERVICES

All Investment must be made by an Investor within the limits of their financial capacities according to the current regulations.

  • In particular, TYLIA Invest warns the Investor on the following points:

  • Liquidity Risks:

  • The securities of the Issuer or the Holding and the Beneficiary Company if applicable being unlisted, their liquidity is not guaranteed. Liquidity could be effective at the time of seeking buyers or an exit opportunity (notably in the case of a private equity fund entry, buyback by the founders, entry of an industrial player, LBO or stock market listing or repayment of the Financial Security);

  • In application of specific statutory or extrastatutory clauses for each Operation, the Financial Securities of the Issuer or the Holding and/or the Beneficiary Company if applicable may be non-transferable for a specified duration;

  • Risk of Lost Capital: the Investor must be aware of the risk of losing part or all of their Investment;

  • Risk of Dilution;

  • Risk of Non-Payment of Dividends or Interest;

  • Risk of Failure to Realize a Capital Gain;

  • Risk of Non-Completion of Operation: In the event of the non-completion of the Operation, the sums received for this Operation into the Escrow Account are refunded to the Investor;

  • Risk of Over-Subscription: There is a risk that TYLIA Invest cannot accept all Investment requests for an Operation.


  • Before any Investment, TYLIA Invest or its Wealth Management Advisor ensures that the Investor:

  • Has a full understanding of the benefits and potential risks of the Investment;

  • Takes their decision independently;

  • Subscribes to an appropriate operation, considering their financial situation, experience, operational and financial resources, or any other circumstance;

  • Is able to correctly apprehend and understand the Operation (characteristics, risks, recommended holding period of the Investment...) in which they plan to invest.


The Investor agrees to take all necessary measures before any Investment decision, to inform themselves of the consequences of their Investment on their situation, particularly financial, asset, or tax. In general, the investor is invited to consult their tax advisor or their usual client manager to determine the applicable tax rules to their particular situation.

The Investor agrees to consider the warnings communicated to them on the Site.


7. PAYMENT METHODS

The Investment is made via bank transfer or cheque payable to TYLIA Invest.


8. CONFLICTS OF INTEREST MANAGEMENT POLICY

The PSIs must take all measures to prevent conflicts of interest that may harm the interests of their clients. In this regard, TYLIA Invest has established a policy regarding the prevention and management of these conflicts.

If TYLIA Invest were unable to neutralize a conflict of interest or if it deemed a potential conflict of interest situation necessitates informing the Investor Members and/or the Issuer or Beneficiary Company, TYLIA Invest would inform them of the general nature or source of the conflict of interest.


9. LIABILITY

9.1 COMPLAINT PROCEDURE

According to AMF Regulation, any complaint made by a Member will be examined by TYLIA Invest.

In accordance with applicable regulations, TYLIA Invest agrees to respond to it within a maximum of two (2) months from the date of receipt of the complaint, unless in exceptional circumstances.

Except for abuse, the handling of complaints is carried out at no cost to the claimant.

The Member shall submit their complaints to the TYLIA Invest Member service, through the contact form.

You may also download our complaint handling policy.


9.2 EXCLUSIONS OF LIABILITY

9.2.1 Exclusions of liability concerning the operation of the Site

The Members acknowledge that their use of the Site is at their own risk.

The Member releases TYLIA Invest, its directors, agents, employees, or service providers from any liability for all damages resulting from the use of the Site.

The Site provides the Member with information for informational purposes only. Furthermore, this information should be taken into account at the time of its online publication and not at the time of visiting the Site.

TYLIA Invest cannot in any case be held responsible for, (of), (for):

  • Any indirect damage potentially resulting from the use of the Site, or conversely from the impossibility of using it;

  • Any failure of the Member to communicate information concerning their Electronic Account or its content to TYLIA Invest;

  • The inability of the Member to securely and confidentially maintain their password or the information of their Electronic Account;

  • A malfunction, unavailability of access, misuse, maladjustment of the Member's computer, or the use of an infrequently used browser by the Member;

  • A suspension of Services by the host, a malicious intrusion, or the presence of computer viruses;

  • The content of advertisements and other links or external sources accessible to the Internet user from the Site.

TYLIA Invest will not be responsible for the content of third-party websites to which hyperlinks from the Site or appearing on the Site might refer.

Due to the evolving nature, limitations, and technological possibilities associated with the Internet, TYLIA Invest warns the Member, particularly regarding the following points:

  • No systematic and exhaustive control is performed by TYLIA Invest on the nature and characteristics of the data that may transit on the Site;

  • The nature and characteristics of the Internet network (notably the absence of rigorous and systematic protection, the diversion in the flow of information), technical or technological hazards, do not allow guaranteeing the consultation, inquiry or transfer of data, as well as the confidentiality of correspondence;

  • In respect of the purpose of the processing of data extracted from the Site, the Member is solely responsible for the use of the data they consult, inquire, or transfer via the Internet;

  • The Member must take all necessary measures to protect their own data, software, computers, smartphones, tablets, and all other peripherals or devices against contamination by viruses that may circulate on the Internet;

  • The Member's equipment is entirely their responsibility, TYLIA Invest cannot be held responsible for any problems of unavailability, connectivity to the network, or transmission of data consulted on the Site, information disseminated by the Member on the Site, or uses of the Site that are not in compliance with the General Terms of Use.


9.2.2 Exclusions of liability related to the status of PSI

TYLIA Invest cannot be held liable for:

  • All risks related to Investment and notably those mentioned in Article 5 (Risks) of the General Terms of Use;

  • The non-realization of an Operation;

  • The improper transmission by the Member of a request for Investor status and specifically the absence of consideration of a request for Investor status in certain cases such as, for instance, the absence of completeness of the information provided by the Member in the client knowledge questionnaire;

  • The improper transmission by the Investor of a Subscription Request and specifically the absence of consideration of a Subscription Request in certain cases such as, for instance, the absence of completeness of the information provided by the Member;

  • The improper transmission by the Investor of a Subscription Request and specifically the absence of consideration of a Subscription Request in certain cases such as, for instance, the absence of completeness of the information provided by the Member.

TYLIA Invest is covered by a professional liability insurance subscribed with a well-known solvent company and with guarantees adapted to its activities.


10. PERSONAL DATA, COOKIES

10.1 DATA AND PROCESSING

In terms of collecting personal data, TYLIA Invest acts fairly and lawfully. The purpose of the processing carried out on the personal data collected by TYLIA Invest is to fulfill its corporate purpose, namely providing the following{

13 rue Saint Florentin, 75008 Paris

+33 1 83 62 80 19

contact@tylia.fr

© Copyright 2025. All rights reserved.

13 rue Saint Florentin, 75008 Paris

+33 1 83 62 80 19

contact@tylia.fr

© Copyright 2025. All rights reserved.

13 rue Saint Florentin, 75008 Paris

+33 1 83 62 80 19

contact@tylia.fr

© Copyright 2025. All rights reserved.