Document handling policy

1. Purpose of the policy

F-SAIL receives information that may be confidential, strategic, commercial, technical, financial, legal, operational or personal in nature.

The purpose of this policy is to specify:

• the terms on which F-SAIL receives that information;
• the purposes for which it may be reviewed;
• the limits of F-SAIL’s confidentiality commitment;
• the terms of internal or external sharing;
• the rules on retention and deletion;
• the precautions the sender must take before any transmission.

2. Documents concerned

This policy applies in particular to the following documents:

• pitch decks;
• investor presentations;
• business plans;
• executive summaries;
• information memoranda;
• commercial presentations;
• strategy documents;
• financial forecasts;
• capitalisation tables;
• information on a fundraising;
• documents relating to a takeover, disposal, consolidation or external-growth transaction;
• information on customers, suppliers, partners or teams;
• technical documents, products, code, architectures, prototypes or roadmaps;
• legal or contractual documents;
• files submitted by link, deposit, download, data room or messaging;
• any document or information voluntarily submitted to F-SAIL.

3. Purposes of document processing

Documents submitted may be reviewed by F-SAIL for the following purposes:

• to understand a project, company, activity or opportunity;
• to assess whether a project fits F-SAIL’s strategy, areas of interest or capacity to intervene;
• to evaluate a possible investment, holding, co-investment, partnership, support, takeover, consolidation or transformation relationship;
• to prepare or organise exploratory discussions;
• to mobilise, where relevant, business, product, IT, data or AI expertise;
• to ensure the administrative, legal, operational or compliance follow-up of an existing or potential relationship;
• to establish, exercise or defend F-SAIL’s rights.

Submitting a document creates no obligation for F-SAIL:

• to review the document within a given timeframe;
• to reply;
• to arrange a meeting;
• to make an offer;
• to invest;
• to support the project;
• to propose an introduction;
• to enter into a partnership;
• to sign a confidentiality agreement;
• to return or immediately destroy the documents submitted, subject to the rules in this policy and to applicable legal obligations.

4. No investment or partnership commitment

The submission of documents or information to F-SAIL, their receipt, reading, analysis, an oral or written exchange, a meeting, a request for additional information, or any preliminary expression of interest do not constitute:

• an investment offer;
• a promise to invest;
• a financing commitment;
• an agreement in principle;
• a letter of intent;
• a recommendation;
• an advisory service;
• a service offer;
• a mandate;
• an enhanced confidentiality obligation;
• an exclusivity;
• an obligation to negotiate;
• an obligation to conclude a transaction.

Any investment, partnership, support, service, co-investment or other transaction remains subject to F-SAIL’s express agreement, its internal checks, any due diligence it may carry out, and the negotiation and signing of definitive contractual documentation.

5. Confidentiality of information received

F-SAIL treats documents submitted in the context of a contact or the review of a project with seriousness and discretion.

The documents are accessible, on a need-to-know basis, to authorised persons within F-SAIL and, where necessary for the assessment of the project, to certain persons or structures acting on its behalf or within its professional ecosystem, in particular:

• F-SAIL executives, staff or advisers;
• technical, hosting, storage, messaging or document-management providers;
• legal, tax, accounting, financial or technical advisers bound by confidentiality obligations;
• operational teams or structures linked to F-SAIL, in particular Agence GW, where their expertise is relevant;
• potential partners, funds, vehicles or co-investors, only on the terms set out in article 7 below.

F-SAIL implements reasonable measures to protect the documents and limits their internal circulation to those who need to know.

6. Limits of confidentiality

Unless a written, express confidentiality agreement has been signed by an authorised representative of F-SAIL before the relevant information is submitted, F-SAIL cannot accept confidentiality obligations going beyond those provided in this policy.

In particular, F-SAIL is not required to treat as confidential information that:

• was already known to F-SAIL before it was submitted, without breach of a confidentiality obligation;
• is or becomes public without fault on the part of F-SAIL;
• is obtained lawfully from a third party not bound by a confidentiality obligation;
• is independently developed by F-SAIL or its teams, without use of the information submitted;
• must be disclosed pursuant to a legal, regulatory, administrative, judicial or compliance obligation;
• is communicated to professional advisers, auditors, insurers, providers or authorities to the extent necessary and subject to the applicable obligations.

The unsolicited submission of information does not confer on the sender any ownership right, right to remuneration, exclusivity, priority, trailing right or right of control over F-SAIL’s activities, investments, developments or decisions.

7. Sharing with third parties

F-SAIL does not voluntarily share a deck, document or confidential information with a third party for the purpose of fundraising, co-investment, partnership or introduction without, where required or appropriate, having informed the sender or obtained their prior agreement.

The sender nevertheless acknowledges that F-SAIL may share the information submitted, strictly on a need-to-know basis:

• with its executives, staff and advisers;
• with its technical or administrative providers;
• with Agence GW or any other structure linked to F-SAIL, where necessary for an operational, product, IT, data or AI analysis;
• with affiliated entities or holding structures linked to F-SAIL;
• with competent authorities where a legal, regulatory or judicial obligation so requires;
• with its insurers, auditors or advisers where necessary to protect its rights or interests;
• with a fund, vehicle, partner or potential co-investor, only after the sender’s prior agreement where the information shared reasonably identifies the project or is materially non-public.

Where external sharing is contemplated, F-SAIL endeavours, where the context allows, to agree in advance with the sender the level of information that may be shared, the identity of the recipient and, where applicable, the confidentiality terms that apply.

8. Sensitive information not to be sent without precautions

Before any transmission, the sender is invited to assess whether the information sent is necessary, relevant and proportionate.

Unless expressly requested and sent through a secure channel validated by F-SAIL, it is recommended not to transmit via the Site form or unsecured email:

• passwords;
• API keys;
• cryptographic secrets;
• authentication data;
• full bank details;
• payment-card data;
• copies of identity documents that are not necessary;
• health data;
• biometric data;
• information relating to minors;
• excessive personal data about employees, customers, suppliers or users;
• data covered by a particular professional secrecy;
• complete source code;
• classified information or information subject to defence, export or security restrictions;
• documents whose transmission would breach a contractual, legal or regulatory obligation.

The sender remains solely responsible for the lawfulness of the transmission, for holding the necessary rights, for informing the persons concerned and for complying with its own confidentiality obligations towards third parties.

9. Documents subject to a confidentiality agreement

If the sender considers that a specific confidentiality agreement is required before certain information is submitted, they must contact F-SAIL before sending that information.

No confidentiality agreement may be treated as accepted:

• by the mere receipt of an email;
• by the mere opening of a document;
• by consulting a link;
• by attending a meeting;
• by the presence of a confidentiality mention in a document, email, data room or electronic signature;
• by depositing a file on the Site.

Any confidentiality agreement must be set out in a written document, accepted and signed by a duly authorised representative of F-SAIL.

F-SAIL reserves the right to refuse to sign a prior confidentiality agreement, in particular where it considers that the information can be presented at a sufficiently general level to allow a first assessment.

10. Intellectual property and no licence

The submission of documents, ideas, concepts, prototypes, mock-ups, technical information, content, distinctive signs or any other element does not entail any assignment, grant, licence, authorisation to exploit or transfer of intellectual property rights to F-SAIL.

Reciprocally, F-SAIL’s receipt or review of a document shall not prevent F-SAIL from pursuing, developing, financing, supporting or reviewing similar projects, concepts, products, services, investments or activities, provided it does so without unlawful use of confidential information expressly protected by an applicable written agreement.

The sender acknowledges that F-SAIL may already know, review or develop similar or competing projects, directly or indirectly, within its portfolio, ecosystem or professional relationships.

11. Retention and deletion of documents

Documents submitted are retained for a period proportionate to the purpose of their receipt and review.

By way of indication:

• documents relating to an opportunity not taken forward may be retained for up to 24 months from the last interaction;
• documents relating to an active relationship, a holding, a partnership, a transaction or a dispute may be retained for the duration of that relationship, then for the applicable legal, contractual or limitation periods;
• backup copies may remain for a limited technical period before automatic erasure;
• certain items may be archived where necessary as evidence of exchanges, to prevent disputes, to comply with legal obligations or to defend F-SAIL’s rights.

The sender may request deletion of submitted documents by writing to: contact@f-sail.com

F-SAIL will review that request as soon as reasonably possible. Deletion may however be limited or deferred where retention is necessary:

• to comply with a legal or regulatory obligation;
• to exercise or defend rights;
• to preserve evidence;
• to maintain legitimate archives;
• to protect F-SAIL against a claim or dispute;
• for the integrity of a transaction already underway or of an existing contractual relationship.

12. No automatic return

Unless otherwise contractually agreed, F-SAIL is not required to return the documents, media or information submitted.

The sender is invited to keep a copy of all documents submitted.

F-SAIL may, at its discretion and within the limits of its applicable obligations, delete, archive or destroy documents that are no longer useful for the review or follow-up of the relationship.

13. Personal data contained in the documents

Documents submitted may contain personal data.

The sender warrants that they have an appropriate legal basis to transmit those data to F-SAIL and that they have, where necessary, informed the persons concerned of that transmission.

The sender undertakes to limit the personal data submitted to those strictly necessary for presenting the project or assessing the opportunity.

Personal data contained in the documents are processed in accordance with F-SAIL’s Privacy policy.

14. Security of transmissions

F-SAIL implements reasonable security measures. The sender nevertheless acknowledges that transmitting documents via the Internet, email, a public link, a sharing tool or a web form involves inherent risks.

The sender is responsible for:

• the choice of transmission channel;
• the configuration of access rights to shared links;
• checking the recipients;
• removing unnecessary information;
• protecting their own systems and files;
• the absence of viruses, malware or unlawful content in the files submitted.

F-SAIL reserves the right not to open, to quarantine, to delete or to refuse any file that may present a security risk, contain malware, be inaccessible, breach the law or be irrelevant to the request.

15. Acceptance of the policy

By submitting a document, information or link to F-SAIL, the sender acknowledges having read this policy and accepts that the documents will be processed in accordance with it.

Where the Site form allows a document to be uploaded, an unchecked checkbox requests the following confirmation:

“I confirm that I am authorised to submit the information and attached documents. I have read and I accept F-SAIL’s Document handling policy and Privacy policy.”

The submit button can be activated only after that box is ticked.

16. Contact

For any question relating to the processing of a submitted document, a specific confidentiality request, a deletion request or a request for a prior confidentiality agreement, you may contact:

FINANCIERE SAIL / F-SAIL
8 rue David Raynal
33300 Bordeaux
France
contact@f-sail.com