Terms and conditions - October Europe

Definitions

Affiliate: someone who opens an October account with a promotion code and lends €500 (or €200 if the Referrer benefits from loyalty advantages)
Analyst: someone who reviews the eligibility of the project for financing
APR: Annual Percentage Rate
Borrower: a company that has been granted a loan for a Project
Borrower Agreement: a legal contract that outlines the terms and conditions of a loan that a The Borrower receives from Lenders through the Site.
Downloadable Content: content that can be downloaded from the Site
ECSP-Regulation: Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020
KYC (Know Your Customer) Process: process to verify the identity of the users
Lender: someone who lends money
October: refers to October SA and its related companies
October Account: the account that was opened on app.october.eu and the Payment Wallet that’s connected to it
October Factory: a portfolio management company that manages investments and licensed with the Autorité des Marchés Financiers under number GP-16000030
October IFP: a company authorised as (i) a European Crowdfunding Service provider under ECSP-Regulation by the Autorité des Marchés Financiers in France under the number FP-2023-16 to facilitate the granting of loans through the Site, and (ii) agent of the payment services provider Lemonway. October IFP is registered on the REGAFI register under number 69593
Payment Service Provider: intermediary granting a mandate to October IFP to provide payment services and appearing on the Site at fr.october.eu/cgupsp
Payment Wallet: a payment wallet connected to the October Account
Project: the defined project for which a Borrower seeks financing
Referrer: Lender who shares a promotion code with an Affiliate
Site: refers to october.eu and app.october.eu
T&C: these terms and conditions of the Site
User: a Borrower, a Lender or a partner of October

Preamble

We welcome you to october.eu and all sub domains connect.october.eu and app.october.eu (hereinafter the "Site") Accessing the Site is deemed to be acceptance without reservation of these T&C in their entirety.

When accessing the Site, the User acknowledges to be informed that the crowdfunding services are not covered by the deposit guarantee scheme established in accordance with Directive 2014/49/EU and that investment for crowdfunding purposes acquired through the Site are not covered by the investor compensation scheme established in accordance with Directive 97/9/EC.

October does not provide investment advice nor any recommendation as to the suitability of any offer published on the Site for Users, which the latter expressly accepts. Any investment decision by Users is made under their sole responsibility.

The information dedicated to October Connect offer can be found in the connect.october.eu section. This section is managed and published by October SA.

The information dedicated to professional investors can be found in the october.eu/lenders/institutional section which is proposed by October Factory. The other parts of the Site are managed and published by October IFP.

OVH (RCS Lille Métropole 424 761 419), a company located at 2 rue Kellermann - 59100 Roubaix - France, and Amazon Web Services LLC, P.O. Box 81226, Seattle, WA 98108-1226 hosts the Site.

Any dispute relating in particular to the validity, interpretation, execution or termination of these T&C shall fall within the exclusive jurisdiction of the French courts.

Navigation on the Site is subject to the European and French laws and regulations in force and to these T&C.

1. Access to the Site

1.1 General provisions

To access all features of the site, you must be of legal age, not be considered a "US person" as defined by the US tax authorities, have a bank account in the Eurozone, a valid e-mail address, and a mobile phone number.

Access to some of the sections of the Site requires the use of personal access codes, in which case it is your responsibility to take appropriate measures to ensure the secrecy of these codes, which you may modify at any time, but the number of attempts to access these sections may be limited in order to prevent fraudulent use of these codes, and we invite you to inform us of any fraudulent use of which you may become aware.

You agree that the information you give us and that we store is correct and proves who you are. Please tell us if there are any changes in this information.

Not following these rules may mean we suspend your access to the Site. We'll let you know if this happens.

Although we strive to keep the Site accessible at all times, we cannot guarantee such access under all circumstances. Indeed, and in particular for maintenance, update, or any other reason that we would not control, access to the Site may be interrupted without October's liability being engaged. The marketplace navigation is fully secure (SSL - https).

1.2. Registration Lenders

1.2.1 Pre-Registration - Step 1: Validation of the T&C

To see the list of Projects on the Site, do these things first:

Sign up by giving your name, email, and a password with at least 8 characters that includes 1 number.
Agree to the T&C, as well as to the Payment Service Provider Terms&Conditions.
You can find these on the fr.october.eu/cgupsp page. Click the box to show you agree.
Check your email and click the link we sent you to confirm your account
We'll also sign you up email communication about new Projects and tips and tricks. You can unsubscribe anytime.

Now you can decide if you want to continue the registration process or just look at the Projects.

1.2.2 Pre-registration - Step 2: Security, Two-factor authentication and simple electronic signature

Some additional information is requested from you, including your date of birth, place of residence and mobile phone number.

When you invest and sign loan contracts on the Site, it's safe and secure. We use bi-factor authentication including two steps:

You'll enter your email and password for the first step.
For the second step, we'll send you a text message with a code to enter on the Site.

1.2.3 Registration: KYC (Know Your Customer) Process - Verification of your identity

As the agent of the Payment Service Provider, October IFP facilitates crowdfunding and is required to comply with anti-money laundering and counter-terrorism financing regulations. To access all features of the Site, including investing, you need to provide at least 3 documents:

A copy of 2 different, valid identity documents
A personal bank statement or similar

October can ask for additional documents, depending on the type of bank you use or your tax residency for example.

The process to verify your documents and identity is manual and may take up to 2 business days. Any false or irregular information may result in investigation to prevent fraud.

1.2.4 General entry knowledge test and net worth calculation

At the end of the verification process, you will need to answer a general entry knowledge test (in the form of a multiple choice questionnaire) to assess whether the services provided by October IFP are appropriate to your profile. You should retake this test at least once every 2 years. For the purpose of this test, you understand and acknowledge the importance of providing accurate and up-to-date information.

Once this general entry knowledge test completed, you will have the possibility to request from October IFP to be treated as sophisticated Lenders. In the event of such request, you understand and acknowledge that you are aware of the consequences of losing the protection attached to the status of non-sophisticated Lender.

If you are a non-sophisticated Lender, you also need to provide your net worth. A calculation tool is provided to help you determine your net worth. The simulation of your capacity to bear loss is reviewed every year after the initial simulation has been made

If you invest more than 1,000 euros or 5% of your net worth in one Project, you will be shown risk warnings and asked to give explicit consent before proceeding with the investment. For such investment, and in certain circumstances, October IFP may not allow a non-sophisticated Lender to lend through the Site in the conditions provided under the ECSP-Regulation.

1.2.5 Funding your October Account

To invest on the Site as stated in article 2, you need to put money in your October Account. You can do this by using a credit card (up to €1,000 per transaction, with a limit of €2,000 within 30 days) or by transferring money via wire transfer.

1.3. Registration Borrowers

1.3.1 Testing your company's eligibility for October financing, free of charge and without commitment

To find out if your company is eligible for October financing, go to this link: october.eu/borrow. You'll need to provide your company's registration number, the amount of financing you want, and the purpose of the financing.

To get the results of your eligibility test, you'll need to register and check your email address for confirmation and funding requirements.

1.3.2 Preparation of the financing file and analysis

To apply for financing, you need to send in some documents, like (non-exhaustive list):

Your last three signed tax returns and a declaration of the relevant submission ;
Your last bank statements audited by a statutory auditor or the board of auditors.

An analyst may contact you by email and phone to understand your needs and may ask for more documents if needed. The analyst will then formally submit your loan request to the October Factory Investment Committee. After validation of your loan application by this committee, October IFP, will decide if you're eligible to crowdfunding services.

1.3.3 KYC (Know Your Customer) Process - Verification of Your Company's identities and the identity of the Officer(s) authorized to commit the Company

October Factory is subject to the regulations in force relating to the fight against money laundering and terrorist financing, and for this reason, we will have to validate the identity of the ultimate beneficiaries of the operation and the company's managers in parallel with the credit analysis

Any false or irregular declaration may be subject to specific processing in order to prevent fraud.

In particular, by accepting these T&C, you confirm that:

You have no criminal record in respect of infringements of national rules in fields of commercial law, insolvency law, financial services law, anti-money laundering law, fraud law or professional liability obligations; and
You are not established in a non-cooperative jurisdiction, as recognised by the relevant European Union policy, or in a high-risk third country pursuant to Article 9(2) of Directive (EU) 2015/849.

1.3.4 Acceptance of the Loan Offer / Electronic Signature

At the end of the deliberations of the October Factory Investment Committee and October IFP, we will inform you of the acceptance or refusal of the financing of your Project, and you expressly acknowledge that this decision is taken at our discretion, and that we cannot be held liable for the decision to refuse.

If we approve your Project, we'll only put it on the Site after you sign our Borrower Agreement. This agreement lists the information you gave us in steps 1.3.1 to 1.3.4 of the T&C, and also tells you about the loan you're getting (how much, for how long, at what interest rate, with what fees and commissions, and what the estimated APR is). It also has the legal conditions for putting your Project on the Site.

You need to review and sign the Borrower Agreement, either by hand or electronically.

By signing the Borrower Agreement and the mandate in its appendices, you let October IFP sign the loan agreements with the Lenders for you.

1.3.5. Possible cancellation of the loan offer

If October IFP reasonably identifies an omission, mistake or inaccuracy in the information you provided that could have a material impact on the expected return of the loan offer, you will be requested to promptly complete or correct that information.

In the absence of such prompt amendment, October IFP may:

Suspend the loan offer on the Site until the information has been completed or corrected, but for a period of no longer than 30 calendar days ; and
In the absence of appropriate correction or amendment within 30 calendar days, the loan offer shall be cancelled.

2. Use of the Site

To use our Site, you need to have the right hardware and software for the Internet.

We want to remind you that the Internet isn't 100% safe. We can't be held responsible if there are any problems with your data, like errors, delays or viruses. We can't control communication lines, computer equipment or software, and we're not responsible if someone uses your data, information or any other type of content without permission.

On secure parts of the Site, you can learn about investing or borrowing money. You can lend money to companies or borrow from individuals.

You agree to only use the information on the Site to decide if you want to lend money or borrow money.

In addition, you are accepting to compensate October for any damages or losses that may result from your use of the service, whether directly or indirectly.

Remember, you can't:

Share content that's harmful, defamatory, malicious, or invades someone's privacy.
Use the Site for politics, propaganda, or advertising.
Share content that's inappropriate for children.
Do anything illegal, like stealing someone's software or photos.
Use a fake name or say bad things about someone.

October isn't liable for any problems that come from using the Site.

2.1. Services offered on the Site

2.1.1 You wish to lend on the Site

The October Account allows you to invest your money in loans to companies. You can open an October Account and lend from €20 to companies selected by our analysts. Choose the companies you like, lend in a few clicks, and receive monthly payments. Please read the general terms and conditions of our Payment Service Provider or any intermediary mandated by October IFP appearing on the Site at fr.october.eu/cgupsp which describe how payments and refunds work on your October Account.

Lending money to small and medium-sized businesses presents a risk of total or partial loss of the sums lent and requires you to immobilise the sums lent throughout the term of the loan. Diversify your investment on multiple Projects to offset the risk of default and loss on a given Project. Diversification is crucial for any Lender on any platform like ours. Take your time to reflect and read the documentation available on the Site and check all the information you consider useful before making your decision.

October IFP will not be held liable for the financial and tax consequences of the loans granted by you on the Site. You retain full initiative and responsibility for the loan granting choices made on the Site.

2.1.2 You wish to borrow on the Site

If you're a company in France, Germany, Spain, Italy or the Netherlands you can apply for a loan to fund a Project.

October will review your application and connect you with potential investors. You'll need to provide accurate information about your company and Project.

Before using our services, please read the general terms and conditions of our Payment Service Provider or any intermediary mandated by October IFP appearing on the Site at fr.october.eu/cgupsp.

Borrowing money can be risky, so make sure you can afford to pay it back.

We don't give financial advice and aren't responsible for any financial or tax issues related to your loan. You're in charge of managing your own Project and repaying any loans you receive through the Site.

2.1.3. You wish to introduce October to your acquaintances

October Lenders receive a unique promotion code which they can share with their acquaintances. The promotion works like this: if a Referrer shares their code with an Affiliate, both will receive a €20 bonus when the Affiliate opens an October Account with the promotion code and lends €500 (or €200 if the Referrer benefits from loyalty advantages).

Lenders can earn up to €200 in bonuses by introducing the Site to people. Once they have reached this limit, Referrers will no longer receive any bonus. To continue earning bonuses, Referrers will need to become professional partners of October IFP and sign a contract with October IFP. This contract will define the conditions under which Referrers will be paid to introduce October IFP to people interested in granting loans to companies. To sign a partnership with October IFP, please contact us at [email protected].

2.2. Downloadable content

On the Site, we may offer Downloadable Content. By downloading or using this content, you agree to follow these T&C.

We allow you to use the Downloadable Content for your own personal and private use, free of charge and for as long as the content is protected by copyright law. However, you cannot transfer this right to anyone else, and you need our permission to reproduce, modify, represent or distribute the Downloadable Content.

2.3. Personal data

For more information on how we process your personal data, please consult our privacy policy.

3. Pricing conditions

To find out the prices of the services offered on the Site, please refer to our pricing conditions.

4. Taxation

We provide some information on the taxation of loans granted by Lenders on the Site. Please note that this information is for reference only and does not constitute tax advice. October IFP is not responsible for any financial or tax consequences of loans given or received on the Site. We suggest you consult your own legal or tax advisor to review your own situation.

5. Convention of proof

The acceptance of the T&C by electronic means has, between the parties, the same probative value as the paper agreement.

Electronic records kept in computer systems will be secure and will be considered as evidence of communications between the parties.

Contractual documents are stored in a reliable and durable medium that can be used as evidence.

6. Loan agreements

6.1. Loan agreements signed by Lenders

By agreeing to the T&C, as a Lender, you accept that signing loan contracts on the Site involves the following steps, which represent a simple electronic signature under Articles 1365 and seq. of the Civil Code:

Step 1: Register on the Site following Article 1 of the T&C.
Step 2: Choose a Project and an investment amount.
Step 3: During the signing process, we'll summarize the important details of the transaction. You must reiterate your acceptance of the T&C, check the acceptance box, and click "validate" to show that you're willing to sign the agreement. You can access and download the agreement from your personal space on the Site.
Step 4: Verify your identity by entering the signature code sent to you by SMS in the appropriate field on the Site to complete the signature and show that you consent to the transaction.

If you are a prospective non-sophisticated Lender you beneficiate from a reflection period of 4 calendar days, during which you may, at any time, revoke your offer to invest or expression of interest in the crowdfunding offer without giving a reason and without incurring a penalty. The reflection period starts at the moment of the offer to invest or the expression of interest.

Before the expiry of this period, you can exercise this right by sending your request through the Site, through the chat on the Site or through [email protected].

See an example of a loan agreement.

6.2. Management of the recovery of Finsquare loan contracts

Following the takeover of Invex (in the commercial name of Finsquare) by October SA, October Factory is in charge of the amicable collection of the receivables initially intermediated by Invex.

In the event of a delay or default in payment by the borrower under the loan agreements, October Factory shall, on behalf of the lenders, collect the loans amicably or judicially and shall take all necessary measures (or have them taken) to collect the loans and, where applicable, to put the subscribed insurance into effect.

October Factory provides amicable collection on behalf of all lenders on the same project.

For any act it performs in this context, October Factory shall specify its capacity to act in the name and on behalf of the lenders in respect of the same project and the rights of the lenders against the borrower, in particular any statement of claims in the context of a collective procedure of the borrower.

October Factory may use all acts, documents, contracts relating to the loans that financed the project as well as the insurance subscribed and the information they contain for the purposes of the actions necessary to recover the loans, within the limits of the confidentiality clauses, if any, stipulated therein and the mandatory legal and regulatory provisions.

October Factory is entitled to renegotiate and accept, in the name and on behalf of the lenders, any adjustment of the loans and to sign all deeds necessary for such renegotiation, provided that such renegotiation makes it possible, in October Factory's opinion, to accelerate or improve recovery or to avoid a deterioration or loss of the nominal value of the loans, subject to prior notice to the lenders of the adjustments thus proposed.

In these collection actions and any renegotiations, October Factory will have to ensure that it always acts in accordance with what it considers to be in the best interests of all lenders to the borrower's project.

October Factory declares that it has completed all the formalities required by the applicable regulations to be validly authorised to collect debts on behalf of others, in particular, in the case of France, those referred to in Articles L. 124-1 and R. 124-1 to R. 124-7 of the Code of Civil Enforcement Procedures (codifying Decree No. 96-1112 of 18 December 1996 regulating persons carrying out amicable debt collection on behalf of others) October Factory undertakes to maintain in force throughout the duration of its collection mandate with respect to local applicable law.

6.3. Transfer of receivables

Currently, you can't transfer your receivables on the Site. If you decide to transfer your receivables to someone else, it's up to you to make sure you're doing it legally and that you fulfill any agreements you made, like redirecting payments. October IFP can't change your portfolio and will manage the loans as if they're still yours.

7. Information contained on the Site

7.1 General provisions

We aim to give you accurate and up-to-date information on the Site. However, since data transmission and information over the internet can be unreliable, we cannot guarantee that all information on this site is accurate. We do not take responsibility for the use of such information.

Please note that there may be mistakes or omissions in the information available on the Site, especially due to third-party interference. We encourage you to let us know of any inaccuracies or omissions by emailing us at [email protected]

The information provided on the Site is for informational purposes only and does not constitute an offer to enter into a contract, or any kind of advice or recommendation. October IFP does not provide financial or tax advice.

For any advice, please consult your usual advisors, especially on legal and tax matters.

October IFP is not responsible for any direct or indirect damages resulting from the information contained on the Site.

7.2. Hyperlinks

The links on the Site may take you to other websites that we don't control. We've included these links to help you navigate the internet, but you're responsible for deciding if you want to visit those other websites.

If you want to create hypertext links to this Site, please email us at [email protected] to get permission first.

8. Closing your October Account

8.1 At the request of a User

If you're not part of a loan agreement, you can close your October Account anytime. If you are part of a loan agreement, you'll have to wait until it ends before you can close your October Account.

By closing your account, you agree that:

You won't be able to access your October Account anymore.
You won't get any more information or opportunities from the Site.
You can't use the Site's services anymore.

To close your October Account, send an email to [email protected] from your registered email address and tell them you want to close your account.

Make sure that you have no more balance on your October Account before you send the request to close your account.

You'll receive a confirmation email from October IFP within 30 days of closing your account.

8.2 At the request of the Payment Service Provider

The Payment Service Provider having appointed October IFP as its agent is Lemon Way, a payment institution authorized by the Autorité de contrôle prudentiel et de résolution under the identifier 53014.

As stated in Article 18(2) of the Lemon Way T&Cs, Lemon Way can terminate a User's Payment Wallet at its discretion. If this happens, October IFP will also close the User's October Account. Even if the Lender still has loans under repayment. Here's what October IFP will do next:

October IFP may buy back your loans at the following value:
- The outstanding capital for loans with no payment issues.
- A discounted amount (40-100% of the outstanding capital) for all other situations, at October IFP's discretion.
October IFP may offer to buy back receivables and loans.
- If you accept, a receivable assignment agreement will be signed between you and October IFP. You will then receive the funds in their October Account. You must withdraw the available balance from your October Account. After the transfer, October IFP will close the account and notify you via email.
- If you decline the offer, October IFP will close the account and notify you via email. You will not receive any repayment from borrowers.

8.3 By decision of October

An October Account can be closed or blocked by October IFP if any of the following happens:

Irregular use of the Account,
Reprehensible behaviour of the Customer, in particular fraud,
Refusal to give important information or context
Providing fake or wrong documents
The account is not used for more than a year

October IFP will decide to take this action if:

The User doesn’t follow the rules laid out in the T&C
The User gives wrong or incomplete information
There is a risk of fraud or illegal activity
There are a lot of refunds, cancelled orders, or unauthorized orders

October IFP will tell you why they made their decision to close your October Account and may let you use the account again, but they don't have to.

October IFP can ask for more documents, and they may let you use the account again if they look at the information and think it's okay. But if there are still problems, the account will be permanently blocked.

9. Intellectual Property

The Site and all its parts (such as trademarks, images, texts, videos, etc.) are protected by intellectual property.

We put a lot of time and money into making this Site, so unless we say otherwise, you can only use it for your own personal use.

You can't use, copy, or show the Site (or any part of it) for anything else, including making money.

10. Referencing

In rare cases, we might allow you to copy or show parts or all of the Site on specific platforms. To ask for permission, email us at [email protected] or mail us at October IFP, 94 rue de la Victoire, 75009 Paris.

11. Complaints and complaints

11.1. You are a Lender, Borrower or partner of October

October IFP’s complaints handling procedure is available at this link.

11.2. You are a professional investor

October Factory's claims management procedure is available here.

11.3. You are not in a case mentioned above

In any other case, please send your complaint to [email protected]

12. Credit Policy and Credit scoring method

The credit policy and the credit scoring method applied by October IFP is available at this link.

13. Modification of the Site and conditions

We can change the content and information on the Site and the T&C anytime, especially to follow new laws or rules or to make the website better. Any changes will be added to the T&C.

If we change the T&C, and you keep using the Site, it means you accept the new T&C.

Date of last modification of the T&Cs: October 27th, 2023

General Terms and Conditions of Use October