GENERAL CONDITIONS OF USE OF THE ASSURDEAL CONNECTION PLATFORM

1. PREAMBLE

These General Terms of Use (hereinafter “General Terms”) govern the use of the information and matchmaking service intended for insurance professionals published by the company ASSURDEAL LTD, located at 22 Mount Ephraim, Tunbridge Wells, Kent, TN4 8AS, United Kingdom, registered under number 09864192 and with VAT number GB 281 8881 60 (hereinafter “assurdeal”).

2. DEFINITIONS

In these General Terms, the following words and expressions have the definitions set out below:

• “Buyer”: designates an insurance professional registered in the Unified Registry of Insurance, Banking and Finance Intermediaries (ORIAS) with the status of User, acquiring an Insurance Portfolio after being connected with the Seller via the Services.
• “Potential Buyer”: designates an insurance professional registered in the Unified Registry of Insurance, Banking and Finance Intermediaries (ORIAS) with the status of User, who wishes to acquire an Insurance Portfolio.
• “Application”: designates the secure dashboard of a User that allows access to the Services offered by assurdeal.
• “Commission”: designates the amount due to assurdeal in exchange for the Services that enabled the completion of a Sale between the Buyer and the Seller.
• “Offer”: designates the offer to sell an Insurance Portfolio by the Seller.
• “assurdeal Secure Payment”: designates the secure payment process via the Stripe and TrustAp applications offered by assurdeal in order to secure or complete a purchase.
• “Partner”: designates the partner entities of assurdeal with which the User may contract directly if desired.
• “Insurance Portfolio”: designates the brokerage or co-brokerage portfolio of insurance of any kind which, in particular, entails payment commitments of commission rights from one or more insurers or wholesale brokers to a given broker. The sale is limited to the transfer of contracts and/or receivables without transferring a business.
• “Purchase Proposal”: designates the offer to purchase an Insurance Portfolio made by a Potential Buyer to the Seller via assurdeal. In case the Purchase Proposal is accepted by the Seller, the Potential Buyer is bound by it and undertakes to pay the sale amount to the Seller and the Commission amount to assurdeal.
• “Price”: designates the total value of the considerations offered by the Buyer for the Sale of the Insurance Portfolio, regardless of their cause or any conditions (including a term or a suspensive condition) attached to the payment of these considerations, without applying any discount.
• “Services”: designates the services described in Article 4 of these General Terms.
• “Site”: designates the website https://www.assurdeal.fr that allows access to the Services provided by assurdeal.
• “User”: designates any authorized user of the Site, including Sellers, Potential Buyers, or Buyers.
• “Seller”: designates an insurance professional, registered in ORIAS with the status of User, offering an Insurance Portfolio for sale via the Services.
• “Sale”: designates the final sale of an Insurance Portfolio by a Seller to a Buyer, noting that the Sale of an Insurance Portfolio does not involve the transfer of a business.

3. SITE OPERATION

These General Terms are intended to define the financial, legal, and technical conditions applicable to the matchmaking Services provided by assurdeal in connection with the sale of Insurance Portfolios through the Site.

In order to access the Site, Potential Buyers and Sellers must create an account and fill in the fields indicated on the Site, including at least the following information:

• ORIAS Number
• Mobile phone number
• Email address
• Successful completion of the KYC/KYB process with our partner Ondorse

Failure to provide all these elements will prevent registration on the Site.
assurdeal systematically verifies the provided ORIAS number, email, mobile phone number, as well as the User's identity. In case of inaccuracy, registration on the Site will not be validated.

Users will have access to a secure area called the Application where they can review the history of their searches, update their information, perform various simulations, find new partners, access the platform for buying/selling Insurance Portfolios, and access various free or paid professional tools and services.

The User agrees to update the information related to their account. assurdeal reserves the right to suspend and/or close a User’s assurdeal account at its discretion if the User’s email address becomes invalid, if the User fails to provide all required information or provides false or inaccurate information, or if the User does not comply with these General Terms of Use, following an ineffective reminder from assurdeal within the required period.

Users removed from the Unified Registry of Insurance, Banking and Finance Intermediaries (ORIAS) may access their account via the Application for historical or proof purposes for a period of one (1) year after their removal from the Registry, although they will not be able to use the Services (and consequently access the Application), except for using Application features that allow them to view their histories, access their invoices, and contractual documentation during that one-year period. After this one-year period, the User’s account will be deleted and access to the Services, including the Application, will be terminated.

Data relating to the User’s activity (e.g., history of operations, simulations, invoices) will be stored and archived by assurdeal in accordance with its Privacy Policy and applicable legal retention periods. The User may exercise all their rights, including the right of access, with assurdeal under the conditions provided in Article 11 of these General Terms. The User account on the Site is personal, and the User agrees to keep their login credentials strictly confidential and to notify assurdeal of any fraudulent or unauthorized use of their account. assurdeal cannot be held responsible for the use of an account by any third party possessing a User’s credentials or for any data breach not attributable to it.

4. DESCRIPTION OF THE SERVICES

The Services offered by assurdeal consist of several stages of various types, and include:

4.1 Description of the Services

Services offered to the Seller:

• Arranging a telephone or videoconference appointment between assurdeal and the Seller to define the scope of the Seller’s project. This appointment is scheduled on the Site via an API from a third-party partner of assurdeal.
• Evaluation by assurdeal of the Seller’s Insurance Portfolio, taking into account the specific characteristics of said Portfolio based on documentation provided by the Seller upon request by assurdeal. It is noted that the Seller (i) remains free to rely on assurdeal’s evaluation or not, and (ii) must indicate to assurdeal the price at which they wish to present their Insurance Portfolio. Once completed, the indicative evaluation carried out by assurdeal will be available on the Application Dashboard.
• Drafting of an anonymous memorandum summarizing the fundamentals of the evaluated Insurance Portfolio.
• Identification of Potential Buyers willing to submit a Purchase Proposal, through a “Match Making” process using an algorithm developed by assurdeal coupled with the expertise of an assurdeal negotiator.
• Connecting these Potential Buyers with the Seller for the purpose of finalizing a Sale, noting that only three Potential Buyers who wish to submit an offer will be presented, and that presentation will be anonymous.

Services offered to the Potential Buyer:

• Identification of Sellers offering the sale of an Insurance Portfolio that meets the Potential Buyer’s criteria.
• Matching the selected Potential Buyer, based on objective criteria (commission amount, geography, clientele, price), with the relevant Seller(s) for the purpose of finalizing a Sale, anonymously.

Services offered to all Users:

• Access to news related to their activities and links to relevant information sources.
• Access to tools and services from Partners useful for evaluating their Insurance Portfolio or for the Sale process.
• Access to “calculator” tools providing indicative information on, for example, the cost of a purchase, a price, an investment amount, or the probability of finding an Insurance Portfolio.
• Facilitating the connection between the Seller and a Potential Buyer who has expressed interest in purchasing one or more Insurance Portfolios.
• Provision of a draft sales promise contract via the Contractual Kit, optionally to be completed by the Seller, which also gives the Potential Buyer useful information to conduct a thorough audit of the Insurance Portfolios offered for Sale.
• Provision of the necessary contractual documentation via the Contractual Kit, optionally, if, after signing the promise and completing the audit by the Potential Buyer, the latter confirms their wish to acquire the Insurance Portfolio, unless the Seller and/or the Buyer decide not to use this documentation.
• Provision of an electronic signature tool, the terms of use for which must be accepted by the Users, to allow the signing of the Sale contract and any other contractual document necessary for the Sale.
• A secure Payment system via a third-party tool whose terms of use must be accepted by the Users, in order to secure the payment of the Price.

The Seller and the Buyer acknowledge that they are fully aware that the documents and tools provided for the purpose of concluding the Sale are optional, and that they remain solely responsible for the content and validity of these acts, their binding effect, and compliance with any legal or tax formalities (including review by any qualified legal professional), thereby waiving any claim against assurdeal in this regard.

Payment of the Price must be made either by assurdeal Secure Payment or by bank transfer or bank check made directly payable to the Seller. If desired by both the Seller and the Buyer, this transfer or check may be made payable to the escrow agent chosen by the Parties, if one exists.

4.2 Terms of Provision of the Services

4.2.1 Analysis of Offers

Sellers wishing to submit an Offer to assurdeal to find Potential Buyers must first sign an exclusive sales mandate with assurdeal. For the entire duration of the mandate, the Seller undertakes not to directly or indirectly offer the sale of their Insurance Portfolio by any other means.

Once signed, the Seller must mandatorily provide and communicate all the information requested by assurdeal, including, in particular, the desired price for the transfer of the Insurance Portfolio, its composition, the commission amount, geographical areas, suppliers, etc.

After the information is provided, assurdeal will carry out an indicative evaluation—one which the Seller is free to follow or not—that will allow Potential Buyers to position themselves.

4.2.2 Matching the Parties

Based on the information provided by the Seller, assurdeal will contact Potential Buyers and offer them the Seller’s Insurance Portfolio in an anonymous manner.

The three Potential Buyers that best meet the Seller’s criteria will be presented.

The Potential Buyer has the option to request access to the Data Room containing the anonymized information provided by the transferor regarding the portfolio being transferred.

Access to this space is contingent upon signing a confidentiality agreement provided by assurdeal and providing an identity document.

4.3 Terms of Completing a Sale

Potential Buyers may submit a Purchase Proposal to the Seller through assurdeal.

The Potential Buyer provides the requested information, including the amount of their Purchase Proposal, whether their Proposal is financed by a loan—and if applicable, the amount of the loan—and whether the Potential Buyer is already in a business relationship with the suppliers mentioned in the offer.

If, once the Parties have agreed on both the Insurance Portfolio subject to acquisition and the Price, assurdeal makes available an optionally provided Contractual Kit to finalize the Sale, then:

• Once all the necessary contractual documentation—as described for informational purposes in the optionally provided Contractual Kit by assurdeal—is signed by the Seller and the Buyer, and the Price is effectively paid by the Buyer (as evidenced by sending to assurdeal by email a copy of the bank check or the transfer receipt, including if made payable to the escrow agent chosen by the Seller and/or the Buyer, as applicable), assurdeal will then send the file related to the Seller’s Insurance Portfolio in question in a non-anonymized electronic format protected by a password.
• After confirmation of receipt of the file by the Buyer, assurdeal will issue the transfer certificates and send them for signature, via electronic signature, to both the Buyer and the Seller.
• Once the transfer certificates have been duly signed by the Seller and the Buyer, assurdeal will issue its invoice, prepared in accordance with Article 5 below, addressed to the Buyer.

5. FINANCIAL TERMS

5.1 CONDITIONS FOR COMMISSION ACCRUAL

5.1.1 Commission Amount and Calculation

In the event of a Sale of an Insurance Portfolio by a Seller to a Buyer via assurdeal, a Commission is due by the Buyer to assurdeal in consideration of the Sale Price (in Euros):

The Commission amount is calculated excluding taxes and will be increased by any applicable VAT at the rate in force at the time the invoice is issued.

The Commission is due to assurdeal as soon as a Potential Buyer introduced via assurdeal to a Seller signs the act(s) relating to the Sale of the Seller’s Insurance Portfolio, even if the Parties finalize the transaction by means other than through the Site.

5.2 Right of Follow-Up and Obligation to Inform

5.2.1 Right of Follow-Up

The Commission is due for any Sale between a Seller and a Potential Buyer introduced by assurdeal that occurs within twenty-four (24) months of the matchmaking by assurdeal. This obligation applies even if the Buyer is not the one whose Purchase Proposal was initially selected by the Seller.

5.2.2 Obligation to Inform

Once the conditions of the Sale of the Insurance Portfolio are definitively agreed upon by the Parties, both the Buyer and the Seller undertake to notify assurdeal by email of the scheduled date for the signing of any promise or any other act related to the finalization of the Sale (including the final deed of transfer), along with copies of the draft acts, and subject to a notice period of at least eight (8) days. After each of the aforementioned acts is signed, both the Buyer and the Seller further undertake to inform assurdeal by registered letter with acknowledgment of receipt, as well as by email, within 10 days from the date of signing, and to simultaneously provide a copy of the signed acts via the same communication channels.

5.3 Penalty for Non-Notification

In the event of a Sale that is not notified to assurdeal under the conditions specified in Article 5.2.2, the Seller and the Buyer will be jointly liable for the amount of the Commission increased by a penalty equal to 100% of the Commission, without prejudice to any additional damages.

5.4 Due Date of the Price – Payment Terms

assurdeal or its payment partners, Stripe and TrustAp, will issue the invoices corresponding to the Commission amount as soon as it becomes due under the conditions mentioned in Articles 5.2.1, 5.2.2, and 5.2.3 above.

The deposit invoice corresponding to 2.5% of the transaction amount must be paid via our payment provider Stripe before initiating the purchase process. This amount will be deducted from the funds to be deposited into the escrow account and released under the same conditions. In the event of the transferee abandoning the purchase process, this sum will be retained by assurdeal as compensation.

In connection with the purchase, once the offer is accepted and the deposit is made via our payment provider Stripe, all invoices issued by assurdeal or its payment provider TrustAp must be paid within seven (7) days from the invoice date.

Any amount not paid by the due date will, starting from the following day, be subject to late payment interest calculated on the amounts due at five (5) times the legal interest rate in force on the due date, plus a fixed recovery fee of 40 euros. In addition, such interest will be payable without prejudice to any further damages that assurdeal may claim in the event of damage caused by the delay or non-payment.

6. DURATION

These General Terms take effect on the date of acceptance by the Seller or the Potential Buyer, as applicable, upon registration on the Site, and remain in full force for the duration of the registration on the Site and, in any event, until the date on which assurdeal collects all amounts due to it under these General Terms, if later.

7. LIABILITY AND WARRANTIES

7.1 General Liability

The Site enables Sellers and Potential Buyers to connect for the purpose of concluding the Sale of Insurance Portfolios. assurdeal provides its Services without ever being a party to the relationship between the Seller and the Potential Buyers or the Buyer. assurdeal does not guarantee the outcome of the negotiations facilitated with its support, nor the results of Sales or Purchase Proposals for Insurance Portfolios. The Seller and the Buyer are solely responsible for the terms of the Sale.

assurdeal undertakes to make its best efforts to review or supervise all Offers or Purchase Proposals within a reasonable timeframe. assurdeal assumes no responsibility for the content displayed on the Site by the Users, to the extent permitted by law. assurdeal does not guarantee, in particular, the completeness or accuracy of the information entered by professionals regarding the Insurance Portfolios they offer or seek. Users of the Site are solely responsible for the information they choose to provide via or outside the Application and must hold assurdeal harmless from any claim or legal action by third parties, including the Potential Buyer, the Buyer, or the Seller, in this regard.

7.2 Warranties

The Seller guarantees to assurdeal that they hold all rights related to the Insurance Portfolio offered for Sale. The Potential Buyer guarantees to assurdeal that they are duly authorized to conclude a Sale of an Insurance Portfolio. assurdeal assumes no responsibility in this regard.

The Seller declares and warrants that the individual subscribing to the Services is fully authorized to act on behalf of and for the account of the legal entity holding the Insurance Portfolio, if applicable, and to dispose of it.

The Potential Buyer declares and warrants that the individual making a Purchase Proposal is fully authorized to act on behalf of and for the account of the concerned legal entity, if applicable.

Both the Buyer and the Seller undertake to provide any proof or documentation evidencing their compliance with these representations and warranties upon first request from assurdeal.

7.3 Third-Party Services

The tools and services, as well as the references to Partners, are provided to Users for informational and indicative purposes only. Users are free to contract with the Partners on the Partners’ own terms, without assurdeal being a party to their contract and without assurdeal’s liability being engaged in any way.

7.4 Limitation of Liability

assurdeal is in no event responsible for any direct or indirect damage suffered in connection with the use of the Site, the dissemination of information related to insurance brokers or Insurance Portfolios on the Site (including loss of business and commercial losses), or any damage that is not solely and directly attributable to assurdeal’s failure.

assurdeal does not guarantee that the signing of the exclusive sales mandate or the provision of the Services will result in a completed Sale. The publication of an Offer or a request for matchmaking is the sole responsibility of the Users. assurdeal does not guarantee uninterrupted operation of the Site and makes no commitment in this regard.

The obligations assumed by assurdeal are obligations of means. In any case, Users expressly acknowledge that, in the event of proven fault, assurdeal’s liability will be strictly limited to direct damages in an amount not exceeding the total amount of Commissions actually paid as of the date of the incident.

8. AUDIT

assurdeal shall have the right, at any time and for a period of five (5) years from the Seller’s subscription to the Services, at its own expense, to verify—or have verified by any third party at the Seller’s and/or Buyer’s premises—the elements relating to any Sale and the Price. If an audit determines that assurdeal has not received all or part of the Commission due to it, the Seller and the Buyer shall be jointly liable to pay, without delay and upon first request from assurdeal, the amount provided for in Article 5.3, increased by the audit fees.

9. CONFIDENTIALITY

Each User undertakes to strictly maintain the confidentiality of the information communicated to them by another User, their subsidiaries, or their associates, whether communicated orally or in writing and regardless of the medium or form, including any commercial, financial, technical, or legal information, and in particular any trade secret, technical documentation, business plan, or any other information of a confidential nature (for the purposes of this article, “Confidential Information”).

However, the following information shall not be considered Confidential Information with respect to a party at the time it is communicated: a) information that is already in the public domain, or
b) information that is already known to that party in good faith at that time without breaching this confidentiality obligation, or
c) information received from a third party in a lawful manner, without restriction, and without breach of this article,
d) information whose disclosure is required by a court or government authority, provided that the party disclosing the information has previously informed the other parties.

Under this confidentiality obligation, each party undertakes: a) to protect and keep such information strictly confidential and to handle it with the same degree of care and protection as it accords its own equally important Confidential Information, b) to disclose the Confidential Information only to its corporate officers and staff as well as to those of its group companies (including its controlling company) or management company who need to know it, after duly informing them of its confidential nature, c) not to disclose, communicate, copy, and/or use the Confidential Information for any purpose other than the purpose for which it was communicated, except for the internal needs mentioned in (b) above, or with the prior written authorization of the Company or the Party to which the Confidential Information belongs, as applicable.

Notwithstanding the foregoing, any party may disclose Confidential Information to its advisors, provided that such persons or entities are themselves bound by professional secrecy or a confidentiality obligation similar or equivalent to this clause.

10. INTELLECTUAL PROPERTY

assurdeal grants Users, who accept these terms, a simple, non-exclusive, personal, and non-transferable right to use the Site – that is, the right to operate, download, and/or install the Site for consultation and use in accordance with its intended purpose for the entire duration authorized by these General Terms. In this regard, Users expressly acknowledge that they may not:

• extract, by means of a permanent or temporary transfer, all or part of the content of the Site on any medium, by any means, or in any form;
• reuse, by making public all or part of the content of the Site, in any form;
• repeatedly and systematically extract or reuse any part of the content of the Site if such operations clearly exceed the conditions of its reasonable use;
• reproduce or display all or part of the Site beyond what is provided for in this paragraph.

11. PROCESSING OF PERSONAL DATA – GDPR

The personal data collected via the Site is subject to computerized processing under the responsibility of ASSURDEAL LTD, the data controller. This processing is implemented in order to provide Users with all the services accessible through the Site.

Personal data transmitted by Sellers may be communicated to Potential Buyers in order to enable them to submit a Purchase Proposal, and data entered by Potential Buyers may be transmitted to the Seller to allow them to review a Purchase Proposal or formalize a Sale.

All information and rights of the Users relating to their personal data are detailed in the Privacy Policy accessible on the Site.

Regarding the protection of personal data, each Party undertakes to comply with, in particular, the provisions:

• of Regulation No. 2016/679 concerning the protection of natural persons with regard to the processing of personal data (known as GDPR) of 27 April 2016,
• of the Transposition Law of the said EU Regulation of 25 May 2018,
• of Directive No. 2016/680 concerning the protection of natural persons with regard to the processing of personal data of 27 April 2016,
• of Law No. 2018-493 on the protection of personal data of 20 June 2018,
• of Decree No. 2019-536 of 29 May 2019 implementing Law No. 78-17 of 6 January 1978 on Information Technology, Data Files, and Freedoms.

Data concerning the clients comprising the Transferred Portfolio, contained in the TRANSFEROR’s files transmitted to the TRANSFEREE on the Effective Date, constitute personal data protected by the aforementioned provisions.

The Parties assume sole responsibility in the event of non-compliance with legal obligations, and the defaulting Party shall bear all potential damages suffered by the other Party or third parties.

The TRANSFEROR undertakes to notify the TRANSFEREE of any security breach/incident that has or may have direct or indirect consequences on the Transferred Portfolio, the clients composing it, and/or the Transfer itself.

The Parties agree to take all necessary precautions to preserve the security of clients’ personal data and to prevent it from being distorted, damaged, or communicated to unauthorized third parties.

In accordance with the “Informatique et Libertés” law of 6 January 1978 as amended and the General Data Protection Regulation, data subjects have the right to access, rectify, modify, delete, limit the processing of, port their personal data, as well as the right to determine the directives for its management after their death.

Data subjects also have the right to object to the processing of their personal data. Such an objection, however, will render the use of the Services impossible.

The data subject may exercise their rights by postal mail accompanied by an identity document, at the following address: ASSURDEAL LTD, 22 Mount Ephraim, Tunbridge Wells, Kent, TN4 8AS, United Kingdom, or by email at: dpo@assurdeal.com.

ARTICLE 12: HEADINGS AND SEVERABILITY

In the event that one or more clauses are declared null and void by a court decision or become impossible to implement, the validity of the remaining provisions shall not be affected, and the Parties undertake to negotiate in good faith a replacement clause, unless it concerns an essential clause of the Transfer identified as such.

The headings and subheadings in this Transfer are included solely for convenience. By express agreement between the Parties, these headings and subheadings shall in no case be used to interpret any provision of this Transfer.

ARTICLE 13: ELECTRONIC SIGNATURE

ASSURDEAL makes available to the users of its platforms a first-level electronic signature method with signer authentication, implemented by YouSign.

In accordance with paragraph 4 of Article 1375 of the Civil Code, the documents will be executed in a single original digital copy, with a copy provided to each Party directly by YouSign. The Parties undertake to take all appropriate measures to ensure that the qualified electronic signature of the signed documents can only be affixed by their respective legal representative or by any person duly authorized to do so under a power of attorney attached hereto, as indicated in the header of these Terms.

The Parties acknowledge that they are proceeding with the electronic signing of the documents with full knowledge of the technology implemented and its procedures, and consequently waive any claim regarding the reliability of the said electronic signature solution and/or the manifestation of their intent to contract this Transfer on that basis.

ARTICLE 14: OPERATION OF THE PAYMENT PLATFORM

To secure payments between Buyers and Sellers, ASSURDEAL provides its professional users with access to the STRIPE and TRUSTAP platforms.

STRIPE and TRUSTAP will hold the funds securely until the completion of the transaction steps.

TRUSTAP is an approved partner by STRIPE – PCI DSS Level 1 certified. TRUSTAP complies with KYC, AML, and SCA regulations.

Once the transaction is completed, STRIPE and TRUSTAP will release the funds in accordance with their general terms of sale.

For more information: https://www.trustap.com/terms/ https://stripe.com/fr

15. MISCELLANEOUS

15.1 Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable, the remaining provisions shall not be affected and shall remain valid and enforceable as if such provision had not been included. The parties agree to replace such provision with a valid provision that most closely reflects the original intent.

15.2 Force Majeure

Neither party shall be liable to the other for any failure to perform any of its obligations, except payment obligations, due to circumstances beyond its reasonable control, provided that the other party is notified of the delay.

15.3 Presumptive Evidence

The Users agree that all data, information, files, and any other digital elements exchanged between them and with assurdeal shall constitute admissible, valid, enforceable evidence with the probative force of a private document.

They undertake not to contest the admissibility, validity, enforceability, or probative force of the aforementioned electronic elements on the basis of their electronic nature. Unless proven otherwise, these elements shall be valid and enforceable between the parties in the same manner, under the same conditions, and with the same probative force as any document that is written, received, or retained in written form. The provisions of this paragraph do not apply to notifications by registered letter with acknowledgment of receipt expressly mentioned in these General Terms.

15.4 Evolution of the General Terms

These General Terms may be modified by assurdeal. Only the version in force at the time of your acceptance shall apply to the relationship between the User and assurdeal.

16. GOVERNING LAW AND JURISDICTION

These General Terms are governed by French law. Regardless of the applicable law, the provisions concerning conflicts of laws shall not apply.