Terms and conditions

These general terms and conditions set out the scope of engagements, pricing, mutual obligations, liability and mediation. They apply to the services provided by ASTERALE under the ASTÉRALE Gazania trade name.

Preamble

ASTERALE, a SASU (single-shareholder simplified joint-stock company) with share capital of €1,000, registered with the Créteil Trade and Companies Register under no. 921 855 508, with its registered office at 4 allée Django Reinhardt, 94110 Arcueil, France, carries out the activities of wealth management advice, financial investment advice, insurance intermediation (as broker and as insurance intermediary's agent), banking operations and payment services intermediation (as agent of an intermediary) and property transactions (professional licence, without holding client funds).

ASTÉRALE Gazania is the trade name under which ASTERALE advises major African fortunes and entrepreneurial families. These general terms and conditions govern the services provided under this trade name and under any other trade name of ASTERALE.

Article 1: purpose

These general terms and conditions of sale (hereinafter the « CGV ») define the terms on which ASTERALE provides its advisory services: overall wealth advice, financial advice, property advice, advice on succession and protection insurance, and any related engagement agreed with the client.

Article 2: regulatory status

ASTERALE is registered with ORIAS under no. 23 007 423 as a financial investment adviser (conseiller en investissements financiers, CIF), member of ANACOFI-CIF, an association approved by the Autorité des marchés financiers, as an insurance broker (COA), as an insurance intermediary's agent (MIA) and as an agent of a banking and payment services intermediary (MIOBSP). It holds the professional licence « Transactions sur immeubles et fonds de commerce » (property and business transactions) no. CPI 8501 2023 000 000 004, issued by the Paris Chamber of Commerce and Industry (CCI de Paris), without holding client funds.

ASTERALE holds no client funds and has no financial guarantee. It does not carry out portfolio management on behalf of third parties, nor any crowdfunding activity.

ASTERALE operates in compliance with the applicable regulations, in particular those of the AMF and the ACPR, the anti-money laundering and counter-terrorist financing framework (AML-CFT) and the GDPR. Details of its regulatory status are given in the legal notice.

Article 3: acceptance of the terms

Signing the engagement letter implies unreserved acceptance of these CGV, in the version in force on the date of signature. ASTERALE may amend the CGV for future engagements. Amendments have no effect on engagements in progress, unless the parties agree otherwise in writing.

Article 4: engagement letter

No paid service is undertaken without a prior written engagement letter signed by both parties. It specifies the nature and extent of the services, the scope of the work, the expected deliverables, the timetable, the fees, the payment terms and the duration.

Any service beyond the agreed scope is covered by an amendment or a new engagement letter.

Article 5: first meeting

The first meeting, which lasts about one hour, is free of charge and carries no commitment. Its purpose is to understand the client's context, to present ASTERALE's framework of work and to assess whether working together is appropriate. It does not constitute personalised advice within the meaning of the regulations and cannot form the basis of any investment decision.

Article 6: fees and remuneration

Advisory fees

Fees are freely set on a case-by-case basis, according to the complexity of the matter, the volume of work and the expertise required. As a guide, wealth advisory fees range from €3,000 to €50,000 excluding VAT depending on the scope and complexity of the engagement, from a complete wealth review to overall advice with annual follow-up and coordination of advisers. Extended advisory engagements (sale of a business, international structuring, property acquisition) are quoted separately. The exact amount is set in the engagement letter before any commitment.

Retrocessions

ASTERALE receives fees and may receive retrocessions of commissions paid by the partners whose solutions are subscribed. Details of this remuneration are provided to the client in writing before any subscription, in the document d'entrée en relation (initial disclosure document) and in the engagement letter. The client may opt for fee-only pricing, with no retrocession received.

Additional costs

Travel costs, costs of coordination with third parties and any subscription costs are stated in advance and invoiced at actual cost or at the agreed flat rate.

Payment

Fees are paid by bank transfer, cheque or direct debit, according to the schedule in the engagement letter. In the event of non-payment when due, late-payment interest at the statutory interest rate applies automatically from the due date. For a professional client, the fixed indemnity of €40 for recovery costs provided for in Article D. 441-5 of the French Commercial Code is added.

Article 7: ASTERALE's obligations

ASTERALE is bound by an obligation of means (best endeavours). It undertakes to:

• gather and document the information needed to give suitable advice;
• give advice that is clear, accurate, not misleading and proportionate to the client's situation;
• inform the client of the risks, costs and liquidity constraints of the solutions considered;
• set out its recommendations in writing and keep a record of them;
• prevent and manage conflicts of interest;
• observe the strictest confidentiality regarding all information provided.

ASTERALE guarantees no result and no performance. All investments carry a risk of capital loss. Tax advantages depend on the client's own situation and on legislation that may change.

Article 8: the client's obligations

The client undertakes to provide accurate, honest and complete information about their financial, family, tax and professional situation, as well as their objectives and risk tolerance. The client informs ASTERALE of any significant change during the engagement.

The client authorises the checks required under the AML-CFT framework and provides the documents requested. The client takes an active part in the engagement by responding to requests within a reasonable time.

ASTERALE cannot be held liable for the consequences of inaccurate, incomplete or late information.

Article 9: conflicts of interest

ASTERALE applies a policy for preventing and managing conflicts of interest in accordance with articles 325-28 et seq. of the AMF General Regulation, available on request. It provides for the separation of functions where necessary, prior disclosure to the client of any potential conflict and, failing a satisfactory solution, abstention.

Article 10: anti-money laundering (AML-CFT)

Under articles L. 561-1 et seq. of the French Monetary and Financial Code, ASTERALE verifies the identity of the client and, where applicable, of the beneficial owner. It assesses the source of funds and wealth and applies vigilance suited to the level of risk. ASTERALE may refuse or end a business relationship if these obligations cannot be met, without this decision giving rise to any compensation.

Article 11: duration and termination

Engagements are entered into for a fixed term or for a renewable term of one year, according to the engagement letter. Either party may end the engagement at any time in writing, subject to the notice period set out in the engagement letter.

Fees for services actually performed at the date of termination remain payable. ASTERALE returns to the client the documents that belong to the client.

Article 12: right of withdrawal

A consumer client who has entered into the contract at a distance or off-premises has fourteen calendar days to withdraw, without giving reasons and without penalty, in accordance with articles L. 221-18 et seq. of the French Consumer Code. Withdrawal may be exercised by any written means sent to contact@gazania.fr or to the registered office.

Where, at the client's express request, performance has begun before the end of this period, the services already performed are payable pro rata.

Article 13: liability

ASTERALE can only be held liable under its obligation of means and in the event of proven fault. Its liability is in any event capped at the amount of cover under its professional indemnity insurance policy no. 7400023129 with Zurich Insurance plc, 112 avenue de Wagram, 75017 Paris, France.

ASTERALE is not liable for decisions taken by the client against its written recommendations, for changes in the financial or property markets, for legislative or tax changes, or for the default of a partner, bank or insurance company.

Article 14: personal data protection

The data processing carried out in connection with engagements is described in the privacy policy. Data controller: ASTERALE, represented by Mr Sébastien Bailly. Data is kept for the duration of the contractual relationship and then for the statutory limitation periods (5 to 10 years depending on the nature of the obligation). Rights are exercised by writing to contact@gazania.fr, with the option of lodging a complaint with the CNIL (the French data protection authority).

Article 15: intellectual property

The studies, analyses, models, notes and documents prepared by ASTERALE remain its exclusive intellectual property. The client receives a strictly personal right of use, limited to the needs of the engagement. Any distribution, reproduction or disclosure to a third party requires ASTERALE's prior written consent, except for the client's advisers (notary, lawyer, chartered accountant) working on the same matter.

Article 16: complaints and mediation

Any complaint is sent by email to contact@gazania.fr or by post to ASTERALE, 4 allée Django Reinhardt, 94110 Arcueil, France. ASTERALE acknowledges receipt within 10 working days and replies within two months at most.

If no satisfactory solution is found, a consumer client may refer the matter free of charge:

• for financial investment advice, to the AMF Ombudsman, 17 place de la Bourse, 75082 Paris Cedex 02, France (www.amf-france.org/fr/le-mediateur);
• for insurance broking and intermediation, banking and payment services intermediation and property transactions, to ANM Conso, 2 rue de Colmar, 94300 Vincennes, France (www.anm-conso.com, contact@anmconso.com).

Article 17: force majeure

Neither party can be held liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. Financial difficulties do not constitute force majeure. If the impediment lasts for more than three months, either party may terminate the engagement in writing without compensation.

Article 18: evidence

The parties agree that electronic exchanges (emails, documents sent electronically, electronic signatures compliant with the eIDAS Regulation no. 910/2014) have the same evidential value as a paper document and a handwritten signature.

Article 19: governing law and jurisdiction

These CGV are governed by French law. In the event of a dispute, and after an attempt at amicable settlement has failed, the courts with jurisdiction over ASTERALE's registered office (Créteil Commercial Court) have jurisdiction for professional clients. For consumer clients, the jurisdiction rules of the French Code of Civil Procedure apply.

Article 20: entire agreement and severability

These CGV, the engagement letter, the initial disclosure document and any special conditions constitute the entire agreement between the parties. If any provision were declared void or unenforceable, the other provisions would remain in full force.

The French version prevails.