General sales terms

These general sales terms (the "Sales Terms") govern the sale, by Royal Sybaris LLC ("Royal Sybaris"), of the paid offers of the Royal Sybaris platform to the holder of a professional account (the "Professional").

Paid offers are reserved for professionals acting for the purposes of their trade, business, craft or profession. By subscribing, the Professional declares that it is acting in that capacity. These Sales Terms do not apply to consumers.

Any subscription entails acceptance of the Sales Terms in force on the date of the order and of the terms of use of the platform. The Sales Terms prevail over any document issued by the Professional.

Royal Sybaris may amend the Sales Terms. The Professional is informed the next time it logs in to the professional space, by a message that links to the amended Sales Terms. They apply to orders placed after their publication and, for an ongoing subscription, from the billing period following that notice; a Professional who refuses them may cancel its subscription before that date.

The professional account is free of charge. It allows the Professional, in particular, to present its business and publish public listings. Two paid offers are available in addition:

• Premium subscription: a monthly subscription, with no minimum term, which gives access, for its duration, to the Premium features described in the professional space at the time of subscription, in particular unlimited publication of Off-Market listings, access to off-market listings, the Premium badge on public listings and Premium visibility.
• Single Off-Market listing: a one-off purchase allowing the publication of one Off-Market listing, with no time limit on publication.

Off-Market listings are shown only to authorized professionals; access to their detailed content may be subject to the Professional's approval of access requests and to a confidentiality undertaking. Royal Sybaris may ask the Professional to periodically confirm the availability of an asset presented off-market and may unpublish a listing that is not confirmed.

Royal Sybaris may develop the features of its offers. It maintains the essential features of the subscribed offer for the current period.

Prices are shown excluding taxes in the professional space and on the payment page:

• Premium subscription: EUR 497 per month, or USD 497 per month;
• Single Off-Market listing: EUR 297, or USD 297, per listing.

The currency is determined by the country of the Professional's organization: euros for organizations established in the SEPA area (European Union, Iceland, Liechtenstein, Norway, Switzerland, United Kingdom, Monaco, San Marino, Andorra, Vatican City and associated territories), US dollars in all other cases. The amount paid is the amount displayed, with no conversion by Royal Sybaris; any exchange or bank fees charged by the Professional's institution remain payable by the Professional.

Royal Sybaris LLC, a company established in the United States, does not charge VAT. For payments in euros, the Professional's VAT number is required at payment where its country allows it, and invoices bear the statement "Autoliquidation — TVA due par le preneur (art. 196, directive 2006/112/CE). Reverse charge — VAT to be accounted for by the recipient." The Professional accounts for any tax due in its country under the rules applicable to it.

Payments are processed by Stripe, a payment service provider; Royal Sybaris never has access to full card or bank account details. The accepted payment methods are card, including through Apple Pay and Google Pay, SEPA Direct Debit for the Premium subscription paid in euros and ACH Direct Debit for the Premium subscription paid in US dollars. The single Off-Market listing is paid by card.

The Premium subscription is payable in advance, each month, on the anniversary date of the subscription, by debit to the registered payment method. An invoice is issued for each payment; it is available in the professional space and in the billing portal.

Discounts granted under the referral programmes are applied automatically at payment, on the terms of the offer concerned. Royal Sybaris may change its prices; for an ongoing subscription, the new price applies only from the billing period following prior notice to the Professional, who may cancel before it takes effect.

Subscription is made from the professional space and then on Stripe's secure payment page, where the Professional enters its company name, billing address and, where applicable, its VAT number. The order is final once payment is validated.

Rights are activated automatically upon confirmation of payment: immediately for a card payment; upon confirmation of collection by the bank for a SEPA or ACH debit, which may take several business days. The Professional receives a confirmation by email.

The Professional warrants the accuracy of the billing information it provides; invoices are issued on the basis of that information.

As the paid offers are intended exclusively for professionals acting for the purposes of their business, the right of withdrawal granted to consumers, in particular by Directive 2011/83/EU, does not apply. Refunds are available only as provided in Article 6.

The Premium subscription is entered into for a term of one month, automatically renewed each month, with no minimum term. The Professional may cancel it at any time from the "Manage my billing" section of its professional space; cancellation takes effect at the end of the current monthly period, until which the Premium features remain available. When the subscription ends, the rights attached to it, including Off-Market access, end.

If a payment fails, the Professional is asked to update its payment method. If the situation is not remedied, Royal Sybaris may suspend and then terminate the subscription.

Money-back guarantee. Both paid offers carry the "Money-back guarantee" shown in the professional space and on the payment page:

• Premium subscription: the Professional may request a refund of the current billing month before it ends; no refund is granted for previous periods;
• single Off-Market listing: the Professional may request a refund of the purchase without having to give a reason; the corresponding Off-Market listing is then unpublished.

Refund requests are sent to support@royal-sybaris.com with the account identifier and the purchase references; no reason is required. Refunds are made to the original payment method where possible and end the corresponding rights.

Royal Sybaris may terminate the agreement if the Professional breaches the Sales Terms or the terms of use, after a notice that has remained without effect within a reasonable period, and without notice in the event of fraud, unlawful content or abusive chargebacks. Royal Sybaris may dispute any unjustified chargeback.

The Professional undertakes to:

• provide accurate information about its organization and professional status, and keep it up to date;
• publish listings that are accurate, lawful, up to date and compliant with the terms of use, and hold the necessary rights, mandates and authorizations;
• respect the confidentiality of the off-market information it accesses and respond in good faith to access requests concerning its own listings;
• process personal data received through the platform in accordance with applicable regulations;
• pay the amounts due on the agreed dates;
• keep confidential its login credentials and the access keys assigned to it, in particular API keys.

Royal Sybaris provides the subscribed services with due care, under an obligation of means. It does not guarantee any commercial result, volume of contacts, level of visibility or sale.

Royal Sybaris may be held liable only for proven fault. Liability for indirect damages, in particular loss of revenue, customers or opportunity, is excluded. To the extent permitted by applicable law, the total liability of Royal Sybaris under the agreement is limited to the amounts paid by the Professional during the 12 months preceding the claim.

Royal Sybaris is not liable for interruptions caused by maintenance, by the failure of a technical provider, in particular the payment provider, or by force majeure.

Any claim relating to a paid offer, an invoice or a payment is sent to support@royal-sybaris.com, with the account identifier and the relevant references.

The parties seek an amicable solution before taking any action. As the paid offers are reserved for professionals, consumer mediation schemes do not apply; the parties may nevertheless agree to use mediation. Failing agreement, the dispute is settled in accordance with Article 11.

10.1 Contracting party. The agreement is entered into with Royal Sybaris LLC, a Florida (United States) limited liability company, EIN 35-2983352, whose principal office is located at 2125 Biscayne Blvd, Ste 204 #27492, Miami, FL 33137, United States. Payments are collected and invoices issued by Royal Sybaris LLC.

10.2 Assignment by Royal Sybaris. The Professional hereby consents to Royal Sybaris assigning the agreement, together with the receivables, guarantees and data attached to it, to any affiliated company, meaning any company that controls Royal Sybaris, is controlled by it or is under common control with it. The assignment takes effect with respect to the Professional upon simple written notice sent to the email address of its account. It entails no change to the financial terms, term or scope of the subscribed services, and requires no further consent.

10.3 Release of the assignor. From the effective date of the assignment, Royal Sybaris is released from its obligations under the assigned agreement; the assignee alone is bound to perform it.

10.4 Personal data. From the effective date of the assignment, the assignee becomes the controller of the data attached to the agreement, for the same purposes and under the same conditions. Where the assignment involves a transfer of data outside the European Union, that transfer is governed by the standard contractual clauses adopted by the European Commission. The Professional retains all the rights set out in the privacy policy.

10.5 Assignment by the Professional. The Professional may not assign the agreement without the prior written consent of Royal Sybaris.

10.6 Scope. This article applies exclusively to professionals acting for the purposes of their business.

These Sales Terms are governed by the laws of the State of Florida (United States). Any dispute relating to their formation, interpretation or performance is submitted, failing an amicable solution, to binding individual arbitration conducted under the Federal Arbitration Act; class actions are excluded to the extent permitted by law. The Professional may opt out of the arbitration clause by written notice sent to support@royal-sybaris.com within 30 days of accepting these Sales Terms; disputes then fall within the jurisdiction of the competent courts of the State of Florida.

If any provision of the Sales Terms is held void or unenforceable, the other provisions remain in force. Failure to rely on a breach does not constitute a waiver of the right to rely on it later. The Sales Terms are drawn up in French, English and Spanish; in the event of any discrepancy, the English version prevails, unless mandatory law provides otherwise.