1.1. Scope

The VENDIO website (the "Platform") is a tool reserved for professionals, excluding any consumers. It facilitates the connection between professionals looking to sell their business and professionals looking to acquire a business by allowing each User to publish the main information about the business they want to acquire or sell. These general terms and conditions of use (hereinafter the "GTC") apply to and govern the use of the Platform as well as the use of all or part of the services available on it. These GTC apply to any use of the Platform from the moment they are published on it. Any access to and use of the Platform implies the User's unreserved acceptance of these GTC, which the User acknowledges having read and understood before any use of the Platform. The User who does not agree to be bound by these GTC must not continue browsing the Platform. The User also acknowledges having read and understood VENDIO's privacy policy and cookie management policy.

1.2. Definitions

• "VENDIO" refers to our online Platform and the services offered on it.
• "User" refers to any professional accessing or using VENDIO.
• "Seller" refers to the professional, whether an individual or a legal entity, who offers a business for sale or for lease management on VENDIO.
• "Buyer" refers to the professional, whether an individual or a legal entity, expressing interest in purchasing or leasing a business presented on VENDIO
• "Transaction" refers to any contract concluded between Users of the Platform, such as the sale or lease management, signed between a "Buyer" and a "Seller" concerning a business presented on the site, with the connection facilitated by VENDIO.
• "Transaction Value" refers to the total amount paid or payable, in one or multiple installments, for any agreement signed between a "Seller" and a "Buyer," whether in cash, securities, or any other consideration
• "Commission" refers to VENDIO's remuneration for enabling the connection of Users that led to the conclusion of a Transaction.
• "Identifier" refers to both the User's unique identifier and the password used to access VENDIO services, which are the sole responsibility of the User.

2. Role of VENDIO

The Platform is operated by TENZING-Partners S.A., a public limited company under Luxembourg law, established and headquartered at L-2322 Luxembourg, 1A, rue Henri Pensis, and registered with the Luxembourg Trade and Companies Register, section B, under number 128590. The Platform is named VENDIO ("VENDIO"). VENDIO does not intervene in the relationships formed between the "Users" of the platform. It is expressly agreed that a direct connection is created between Users as soon as they establish contact with each other through VENDIO. VENDIO will never become a party to any contracts that may be concluded between the "Users." VENDIO makes no declarations of intent within the framework of contractual negotiations between the "Users." If applicable, it may act as a facilitator. VENDIO may always add, modify, and/or delete data published through the Form. These changes are always made with the prior agreement of the User, who remains responsible for the Publications and always has the option to withdraw from the Platform in case of disagreement. For obvious reasons related to updating the site, VENDIO reserves the right to suspend and/or delete any offer published on the platform for more than three months that has not generated a request for connection. This suspension or deletion will occur 15 days after the User refuses to modify their publication according to VENDIO's recommendations, sent by simple email. For facilitation purposes or for any complaints, VENDIO can be contacted at the following email address: contact@vendio.market. VENDIO undertakes to make every effort to respond within two business days to messages addressed to it, without any longer delay being considered as a fault.

3. Access to the Platform and Use of Services

Browsing the Platform by a User is only possible after registration. The use of the Services by Users is free of subscription fees but requires the prior creation (the "Registration") of a personal account by the User (the "User Account"), by entering at least certain data marked as mandatory on the electronic User Account creation form provided for this purpose (the "Form"). By accessing the Platform, the User agrees that the Services are provided "as is" and "as available," without any express or implied warranty. The User accepts and acknowledges that access to the Platform, as well as its use, is governed by the technical conditions and restrictions of the Platform regarding compatibility and interoperability (the "Technical Conditions"). By registering on the Platform, Users warrant that they have the legal capacity to enter into contracts and/or all the necessary authorizations to proceed with the Registration and then use the Services on the Platform. They commit to complying with these GTC. When registering as a User on the Platform, each User guarantees that they have all the required authorizations, including administrative ones, to carry out their professional activity in the State of their establishment. The User must fill in all the mandatory fields of the Form marked as such for their Registration to be validated. It is the User's responsibility to ensure that the data in the Form is complete, correct, and authentic so that the Services can be provided. By registering on the Platform, Users agree to pay the Commission due to VENDIO under the conditions provided for in Article (4) below (Commission). Any incomplete Form will be rejected, and the Registration will not be validated by VENDIO. VENDIO is not responsible for incorrect or incomplete data entered by the User within the Form. VENDIO reserves the right to request any additional information before activating the User Account. Once the Form is completed and returned to VENDIO, the User will receive an email at the address provided in the Form, with a link allowing the activation of the User Account. Access to the User Account is granted once it is activated following the procedure outlined in this article.

4.1 Conditions

As soon as a "Transaction" is concluded, each User involved in the transaction is required to inform VENDIO at contact@vendio.market about the existence of the agreement and the amount of the concluded transaction.

4.2 Amount and Payment Terms

VENDIO's compensation is 5% excluding VAT of the total transaction value. It is paid by the party transferring all or part of the ownership of their business for any transaction concluded within five (5) years of the connection between the Users via the VENDIO Platform. The Transaction Value is defined as the sum of all current or future payments, firm or conditional, received or to be received by the Seller of a business for the sale or lease management of all or part of their business if the transaction takes place with a User they connected with via the VENDIO Platform. In the event of partial or total payment in non-monetary assets (including shares or tangible or intangible assets), the Users agree to indicate their market value in the Transaction. If VENDIO believes that the market value provided is underestimated, it may appoint an independent expert to assess the asset's value and propose a different Transaction Value within one month of the value indicated by the Users to VENDIO. If the Seller disagrees with this valuation, they have 14 business days to notify their disagreement (via email only to contact@vendio.market). In this case, VENDIO will propose three new experts. The Seller will choose one of them and agrees to accept as the Transaction Value the amount determined by the chosen expert. Payments to VENDIO are due within 5 days of the date specified on the invoice issued by VENDIO, including in the case of successive payments. In such cases, the Commission is due for each payment as it is made, and VENDIO must be informed at the time of execution. Any Transaction occurring within five years from the date of connection between the Seller and the Buyer requires the Users to inform VENDIO and pay its Commission. The default interest rate for commercial debts (as provided by the Law of April 18, 2004, regarding payment terms and late payment interest, as amended) will apply automatically and without further formalities if any invoice issued by VENDIO is not paid on time, until full payment is received. Additionally, a supplementary indemnity equivalent to 10% excluding VAT of the Commission amount (excluding VAT) will be charged 15 days after a formal notice to pay remains unanswered, in the event of legal proceedings for non-payment or late payment.

5. Services

The activation of the User Account provides access to the following services, depending on the features and technical means that VENDIO deems appropriate. All Users publish an Ad, either to list a Business for sale or to search for a Business. VENDIO provides Users, within the registration Form, a template containing the main elements of the ad to be published. Users understand and accept that VENDIO's Services are used solely for the purpose of facilitating initial contact between Users, without the possibility of any other use.

5.1. Publication Presentation

After activating their User Account, the User is contacted by VENDIO to adjust the publication according to the technical means that VENDIO deems most appropriate. Users agree to provide a complete and accurate description of the services they offer, including all mandatory information in compliance with applicable legal provisions.

5.2. Connecting on the Platform

The use of the Platform allows each User to view all ads present on it, based on criteria they freely set, and enables Users to connect with each other. Users agree to exchange on the Platform all necessary data to complete the desired transaction and to record this information on their User Account.

5.3. Document Management

Each User has the option to create documents directly on the Platform without other Users having access to them.

5.4. Management of Requests and Searches

Each User can modify their search criteria, preferences, and Publications. Any User can save their searches to keep a record of them.

5.5. Publication Ranking

The Publications on the Platform are displayed according to the search criteria selected by the relevant User and, based on these criteria, in chronological order of their publication.

5.6. Email Alerts

Each User will receive an email alert when a Publication matching their search criteria is posted online by another User.

5.7. Additional Services

VENDIO reserves the right to introduce any other Service on the Platform that it deems useful or appropriate.

6. Storage Capacity Limitations

The use of Services is limited in storage capacity due to technical and/or security constraints. These constraints are subject to change over time. The actual space used is visible in the User Account. In case of exceeding the storage capacity, VENDIO will alert the User, who will then have the option to delete all or part of their records. VENDIO cannot be held responsible for the loss of information, documents, and/or messages by a User that were not properly saved by them. The User has the ability to delete content sent or received within their User Account. Once deleted, this content cannot be restored at a later time.

7. Availability

Subject to the provisions of this Article, the User may connect to their User Account at any time using their username and password. VENDIO is subject to a best-effort obligation and does not guarantee any operational availability of the Platform and/or Services to Users. By accessing and using the Platform and/or Services, the User acknowledges the characteristics of the internet network and accepts that VENDIO is not responsible for any interruptions of the internet protocol system resulting from an act by the internet service provider or any act beyond VENDIO's control. VENDIO cannot guarantee continuous and permanent availability of the Platform and Services. VENDIO will make every effort to provide Services as efficiently as possible to Users within two business days, subject to periods of maintenance, repair, addition of new features or services, or simple malfunctions. VENDIO strives to minimize the frequency and duration of these suspensions or limitations. VENDIO reserves the right to interrupt the use of the Platform and Services for any Availability Stop Reason. By using the Platform and/or Services, the User accepts that VENDIO may perform maintenance operations on the Platform and that any interruption of access to the Platform and unavailability of Services due to an Availability Stop Reason does not constitute a fault by VENDIO under these GTC. Platform or Service interruptions do not entitle the User to compensation. The User is required to promptly report any technical problems encountered to VENDIO. In the event of technical failures caused by VENDIO, the company will make every effort to resolve them as soon as possible, provided that:

1. The User has informed VENDIO (by email at contact@vendio.market) with a precise description of the problem encountered.
2. The User fully cooperates with VENDIO.
3. Such failures do not result from abusive use of the Services by the User.

8. Security

The Platform is equipped with a security system designed to protect all data used on the Platform as effectively as possible. VENDIO makes every effort to ensure the safety of messages sent but cannot, given technical uncertainties, completely guarantee this. As a result, it is the User's responsibility to implement adequate measures to maintain the integrity of their computer system. Users agree to verify the quality of electronic documents attached to their messages, ensuring they are free of viruses or other malicious software. The User must secure the device used to access the Platform using security solutions of their choice (e.g., phone lock, antivirus and antispyware software, firewall, cleaning software) and keep these updated at all times. By using the Platform and/or Services, the User commits to possessing appropriate computer equipment allowing them to use the Platform and/or Services and agrees not to use any device or take any action that could harm VENDIO. The User agrees to take all necessary actions to limit potential damages that could result from possible file or document corruption included in the Platform and/or Services. VENDIO reserves the right to delete electronic documents attached to exchanged messages that may threaten directly or indirectly the integrity of its information system.

9. Confidentiality

The User is responsible for maintaining the confidentiality of their data, access restrictions to their computer, and other equipment. The User can configure their profile within their User Account. It is the User’s responsibility to ensure that their data remains strictly confidential, avoiding disclosure to third parties, even temporarily, and ensuring a strictly personal use of their data. The User must change their password and inform VENDIO immediately if they have any reason to believe that their password is known to someone else or if the password is being used or could be used without authorization. The User guarantees to VENDIO the maintenance of the confidentiality of their username and password, with any use being presumed to be by the User. The User agrees to promptly notify VENDIO of any loss or unauthorized access to their login information by email or any other means, and grants VENDIO the right to take any appropriate and necessary measures.