How to best define the SIPA Real Estate platform

General conditions

A. GENERAL

1.
These general terms and conditions (hereinafter referred to as the “General Terms and Conditions”) of SIPA Immobilier SA, Rue du Lion d’or 6, 1003 Lausanne, Switzerland (hereinafter referred to as “SIPA Immobilier SA”) govern the terms and conditions of use and the rights and obligations of the user (hereinafter referred to as the “User”) of the website www.sipa.immo and, as a result, of all the sub-domains of sipa.immo (hereinafter referred to as the “Website”).
2.
If the User does not wish to be bound by the Terms and Conditions set out below, the User should not access the Website or any of its pages.

B. WEBSITE

1.
The Website is a platform for potential investors in properties or projects offered by SIPA Immobilier SA.
2.
By accessing and consulting the Website and its pages, the User acknowledges that he/she has read, understood and agrees to be bound by these General Terms and Conditions. Any specific agreement relating to the personalised services and products of SIPA Immobilier SA (including any brokerage and property management contract) are complementary to these General Terms and Conditions. In case of conflict, the provisions of these specific agreements shall prevail.
3.
Access to the Website or its services may be restricted at any time where this is necessary for security reasons or for the implementation of technical measures. No claim may be made by Users as a result of such restrictions.

C. USER ACCOUNT

1.
Use of the Website is subject to acceptance of these General Conditions and access to certain parts of the Website is subject to the prior creation of a user account (hereinafter: the “User Account”). Each User may only create one account, which is personal and non-transferable.
2.
Registration is open to (i) natural persons who are at least 18 years old and have full civil capacity and (ii) duly constituted legal persons. When a User Account is registered for a legal entity, the natural person creating the account guarantees that he/she has the authority to represent the legal entity on whose behalf he/she is acting. Notwithstanding any other provision of these General Terms and Conditions, any natural person or legal entity granting loans or consumer credit in a professional manner – as defined in the Federal Law on Consumer Credit of 23 March 2001 – is prohibited from using the Website, unless SIPA Immobilier SA has expressly given its written consent. Additional specific conditions and restrictions, including with regard to the domicile of the User, may apply to specific Campaigns and Projects (as defined below), in particular in connection with the Federal Act on the Acquisition of Real Estate by Persons Abroad of 16 December 1983.
3.
Information relating to access to the User Account (login and password) is strictly confidential and must be kept secret under the sole responsibility of the User. SIPA Immobilier SA may not be held liable in the event of undue access to the User Account by a third party. The User must immediately inform SIPA Immobilier SA if a third party has improperly accessed his/her User Account or email, or if the User Account or the security of the email has been compromised in any other way.
4.
The User guarantees that all information that the User provides to SIPA Immobilier SA through the Website is complete, accurate and true. The User is obliged to keep his or her information up to date and to inform SIPA Immobilier SA of any changes.
5.
All information and documents made available to the User by SIPA Immobilier SA, including those relating to a specific property, must be kept confidential and may not be communicated to a third party, except to the User’s financial, legal or tax advisor. In the event of communication of this information to his financial, legal or tax advisor, the User undertakes to inform the said advisor of this confidentiality clause and to oblige him to comply strictly with it. The User is responsible for any breach of this confidentiality clause.
6.
Once the User Account has been created, the User must follow the accreditation process in accordance with the requirements of SIPA Immobilier SA’s partners in order to access the offers published on the Website. Accreditation may be rejected without giving any reason. Consequently, if the accreditation is rejected, the User will be blocked and will not be able to access his User Account.

D. SUBSCRIPTION

1.
Subject to the creation of a User Account and accreditation, a User may view approved Projects on the Website for possible subscription and may request further information on the Website.

When the User proposes to subscribe to a Project, the User confirms that he/she has reviewed and understands the terms and conditions of fundraising for the Project and that he/she is aware of the risks involved in such subscription. The User confirms that he/she has read and understood the risk factors and is aware that the list of risk factors is not exhaustive. In the event that SIPA Immobilier SA considers that the User is eligible for a final subscription, SIPA Immobilier SA will send the User a subscription form and other documents relating to the Project (hereinafter: the “Documents”).

2.
If the User’s final subscription is approved by SIPA Immobilier SA and its partners for the Project (such as the depository bank and the bank financing part of the Project), the investment is concluded between the User and SIPA Immobilier SA. As between the User and SIPA Immobilier SA, the User alone bears all risks relating to a subscription to a Project. SIPA Immobilier SA does not provide any guarantee for the success of the project, nor does it provide any guarantee to any other User. In the event that the final allocation is lower than the subscription made by the User (e.g. due to high demand for the Project), SIPA Immobilier SA will inform the User accordingly before validating and accepting the subscription.
3.
SIPA Immobilier SA is free to refuse a subscription without giving any reason and without any liability.
4.
The User may only invest in Projects (i) on his own behalf, (ii) on behalf of a third party for the latter’s private investments and on the basis of a valid power of attorney or (iii) on behalf of a legal entity on the basis of a valid power of attorney. In any event, the name of the beneficial owner and/or the controlling person (in the case of a legal entity) within the meaning of Article 2a of the Money Laundering Act of 10 October 1997 must be provided in writing before the User transfers any amount upon request by SIPA Immobilier SA. The User is not permitted to subscribe to a Project with the aim of immediately reselling it to a third party, nor to subscribe on behalf of another User, nor to act as an intermediary on behalf of a third party without the prior written consent of SIPA Immobilier SA.
5.
The User undertakes not to acquire the properties mentioned in the Project or the Campaign without using the platform of SIPA Immobilier SA.
6.
If the minimum amount as mentioned in the Project is not reached within the Campaign period, the amount subscribed by the User for the Project is returned to him/her by the entity concerned.

E. PROJECT

1.
SIPA Immobilier SA may refuse, suspend or cancel a Project or a Campaign without notice and without giving any reason and without any liability.
Once the Project is approved by SIPA Immobilier SA, the Project is published on the Website and Users may offer subscriptions. The Project is published exclusively with information provided by third parties. SIPA Immobilier SA does not guarantee that the information provided by third parties or any other data provider is complete or accurate.
2.
The User must indicate the amount to which he/she wishes to subscribe, which must correspond at least to the amount mentioned on the Website for the Project concerned.
3.
The subscription made by the User constitutes a commitment to enter into a contractual relationship with SIPA Immobilier SA provided that the other preconditions (including the success of the Campaign) are met and the User’s subscription is accepted.
4.
A Campaign runs until the end of the period chosen by SIPA Immobilier SA.
5.
SIPA Immobilier SA does not provide any guarantee as to the viability or success of a Campaign and/or a Project.
6.
When a Campaign is successful, SIPA Immobilier SA and the User enter into a contractual relationship in accordance with the business plan chosen by SIPA Immobilier SA for its Project.
7.
When the Campaign is successful, the User receives the payment information on the Website, as well as all the necessary information relating to the subscription. No amount will pass through the bank account of SIPA Immobilier SA.

F. RESPONSABILITY

1.
Under no circumstances, subject to applicable mandatory law, shall SIPA Immobilier SA, its directors, officers, employees and other auxiliaries be liable, including in case of negligence, for any damage, loss or liability, including without limitation, direct or indirect, special, incidental, consequential damage, loss or liability in connection with the use of the Website, the hacking of the User’s Account impersonation of the User or reliance on or use of or inability of the User to use the information and services of the Website, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if the User informs SIPA Immobilier SA of the possibility of such damage, loss or expense. Furthermore, SIPA Immobilier SA accepts no liability for any manipulation of the User’s computer system by unauthorised third parties.
2.
SIPA Immobilier SA does not guarantee the accuracy, suitability, completeness or timeliness of the information and services on the Website or the error-free use of the Website.
3.
SIPA Immobilier SA does not guarantee that the Website will be available or that it will meet the User’s requirements, that access will be uninterrupted, that there will be no delays, failures, errors, omissions or losses of transmitted information, that no viruses or other harmful, contaminating or destructive properties will be transmitted or that no damage will occur to the User’s computer system. The User is solely responsible for adequate protection and backup of data and/or equipment and must take reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

G. NO ADVICE, NO RECOMMENDATIONS

1.
Neither the information nor the opinions expressed on this Website constitute an offer or a recommendation to enter into any transaction or to perform any legal act of any kind.
2.
The information contained on the Website may not be interpreted as creating a legal relationship, in particular a mandate within the meaning of Article 394 of the Swiss Code of Obligations, between SIPA Immobilier SA and the User, or as a guarantee of a return on investment.
3.
The content of the information, graphics, reports and any other data on the Website are provided for information purposes only and may be subject to change. Certain information on the Website has been obtained from sources external to SIPA Immobilier SA. Although this information is considered reliable for the purposes hereof, no guarantee is given as to the accuracy or completeness of this information and SIPA Immobilier SA accepts no responsibility for this information.
4.
SIPA Immobilier SA is not responsible for the investment decisions of the User. Any investment is of a speculative nature and may involve the risk of losing one’s entire investment. Nothing on the Website should be construed as an investment recommendation. The User must carefully assess his own financial situation before making any investments. SIPA Immobilier SA does not verify the relevance or suitability of the subscription made by the User with the experience, knowledge, financial situation and investment objectives of the said User. SIPA Immobilier SA recommends that the User independently analyses the proposed projects before considering a potential investment, and consults qualified independent sources of investment advice and other professionals in the legal and tax fields before considering a potential investment.
5.
SIPA Immobilier SA does not provide any financial, tax or legal advice to the User. The User shall remain responsible for his tax obligations (or any other legal obligations) in connection with the investment he makes. SIPA Immobilier SA accepts no liability in this respect. SIPA Immobilier SA recommends that the User consults a legal, financial and/or tax advisor in his tax jurisdiction.
6.
The User must carry out his own checks on the Project and the associated risks and seek the advice of experts chosen by him (such as a notary, a real estate expert, a financial or tax advisor) at his own expense and responsibility.

H. RELATED SITES

1.
The links on the Website may redirect the User to third-party websites which are neither owned nor controlled by SIPA Immobilier SA. Access to these third-party websites is at the User’s expense and under his or her sole responsibility.

I. INTELLECTUAL PROPERTY

1.
Some of the information available on the Website (including the logo, design, trademark, software and others) is protected by copyright and is the property of SIPA Immobilier SA. Nothing contained on the Website shall be construed as granting any license or right to use any image, trademark, service mark or logo of SIPA Immobilier SA. Under no circumstances may the User acquire the rights to any software or material by downloading or copying it from the Website. The User may save or print a hard copy of pages and/or sections of the Website, provided that the User does not remove any copyright or other proprietary notices. All property rights belonging to SIPA Immobilier SA remain the property of SIPA Immobilier SA, which is the sole owner. The property rights of third parties are expressly reserved.

J. MEANS OF COMMUNICATION

1.
Any communication between the User and SIPA Immobilier SA may be made by email to the email address indicated by the User in his User Account (or by registered mail, if necessary or required by law).
2.
The User’s attention is drawn to the considerable risks that may be caused by the use of emails (hacking, viruses, message modification or transmission problems, etc.) and the privacy problems that may result. The User alone assumes the risks inherent in the use of e-mails. SIPA Immobilier SA shall not be held liable for any losses resulting therefrom. Furthermore, SIPA Immobilier SA accepts no liability for any damage resulting from the use of e-mails or any other means of transmission, in particular in the event of loss, delay or modification.

K. NON-SOLICITATION

1.
The User undertakes not to contact, directly or indirectly, affiliated companies in relation to the Project for a period of three years after having had access to information on a Project. In the event of a breach of this non-competition clause, the User shall be liable to pay damages to SIPA Immobilier SA.

L. CHANGES TO THE GENERAL CONDITIONS

1.
SIPA Immobilier SA reserves the right to modify the General Conditions at any time.
2.
The User will be notified by email to the email address associated with the User Account of any changes made to the Terms and Conditions, and the changes will only be applicable to the User’s access to and use of the Website and to transactions carried out on the Website after such notification.
3.
The most recent version published on the Website applies between the User and SIPA Immobilier SA.

M. APPLICABLE LAW AND JURISDICTION

1.
Use of the Website is subject to Swiss law, which shall exclusively govern the interpretation, application and effect of all the above terms of use, without regard to the conflict of laws provision. The courts of Lausanne (Switzerland) shall have exclusive jurisdiction over any claims or disputes arising out of or in connection with the use of the Website.

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