Terms of Use

These Terms of Use provide for the conditions for using the Alexen Business Opportunities platform (the “System”), which is a system to efficiently manage the introduction among international lawyers / law firms of potential international deals and Business Opportunities (as defined in Article 2.3 below), posted by Alexen Consulting Services Limited (“Alexen”) on Alexen’s website (the “Website”). Each and every user of the System (a “Member”) shall, prior to using the System, read carefully these Terms of Use, and if a Member uses the System, such Member shall be deemed to have accepted all the terms and conditions of these Terms of Use. If a Member does not accept these Terms of Use, such Member may not use the System and in such case, must immediately discontinue using the System.

Article 1. Scope of Terms of Use

1.1. These Terms of Use apply to the browsing of the Website, the information contained in the summaries of the Business Opportunities posted on the Website or sent by electronic mail (“Email”) (the “Summaries”) to the Members as well as the use of the System in general.

1.2. If there is an Individual Posting Agreement or an Individual Matching Agreement (as defined in Articles 5 and 6 below) between Alexen and a Member other than these Terms of Use, the provisions of such Individual Posting / Matching Agreements shall supersede these Terms of Use to the extent of any conflict in such terms.

Article 2. Contents of the System

2.1. The System provides the services of selecting, preparing and posting Summaries concerning Business Opportunities on the Website, sharing the contents of such Business Opportunities with the Members, and organizing the liaison between Members when a Business Opportunity matches the needs and interests of clients of different Member(s).

2.2. To access and use the System, you must be registered as a Member pursuant to the procedure described in Article 3 below.

2.3. Business Opportunities that may be posted on the System usually deal with the following potential deals and business opportunities which may be of interest to a client of a Member (the “Client”):

Sale or purchase of a company or group of companies;
Sale or purchase of business assets or business unit(s);
Investment opportunities (subject to compliance with applicable securities laws in an applicable jurisdiction);
International joint venture and distributorship opportunities;
International licensing opportunities;
International franchising opportunities;
International private equity investment opportunities;
International private equity funding opportunities;
Sale or purchase of real estate projects (office buildings, commercial buildings, shopping centers and galleries, luxury hotels and other real estate assets) subject to local legal constraints (all of the above are referred to as the “Business Opportunities”).

2.4. Each Summary shall be prepared by Alexen based on information supplied by the Posting Member and the Posting Client as defined in Article 5 below. Each Summary shall be confined to general information describing a Business Opportunity on a “no name” basis. The identity of the Posting Member shall remain confidential until (i) an Individual Matching Agreement as defined in Article 6 below is signed by and between Alexen, the Matching Member and the Matching Client and (ii) an introduction is made by Alexen among the Posting and the Matching Members. The identity of both the Posting and the Matching Clients shall never be disclosed by Alexen leaving the Posting and the Matching Members to disclose the identity of their respective Clients to each other.

Article 3. Membership Registration

3.1. Parties eligible to become a Member of the System are international law firms strong in their regional / national market exclusively selected by Alexen in its sole discretion.

3.2. Existing Members may suggest the candidacy of other international law firms to use the System to Alexen but Alexen shall be the sole party to decide if such candidate may become a Member.

3.3. The System shall solely and exclusively be accessible to the Members and shall in no case be accessible to the public or other professionals or other law firms.

3.4. Each new Member shall be asked to complete limited information through a method specified by Alexen available on the Website for the System.

3.5. Each new Member shall appoint one or several partners as their primary internal contact attorneys (the “Contact Attorney(s)”). One or several Contact Attorneys may be appointed based for instance on their practice area or geographical location. A Member may thereafter change at any time its Contact Attorney(s) by sending a notice to Alexen of their intent to do so and providing Alexen with the details of their new Contact Attorney(s).

3.6. Alexen shall provide a personal identification number (the “Login Number”) and a personal password (the “Password”) to each Member upon registration.

Article 4. Use of the System

4.1. Members shall have access to the System for the first time using the personal identification number (the “Login Number”) and the initial personal password supplied by Alexen. Members shall change this initial password by a password of their choice during the first connection (the “Password”). The use of the Login Number and the Password is strictly personal to a Member. Members are strictly prohibited from disclosing their Login Number and Password to third parties who are not attorneys or employees of their law firm.

4.2. Members shall have free access to the System and may view all Summaries available on the System.

4.3. Summaries shall be classified on the Website by categories based on the nature of each transaction.

4.4. Members are fully authorized to download any individual Summary from the System.

4.5. Members are fully authorized to forward the downloaded version of any specific Summary (under the Alexen brand and/or under their own brand) to their clients and business contacts and to share any Business Opportunity with them.

4.6. Each Business Opportunity shall be posted on the System for a limited period as determined by Alexen.

4.7. Selected Summaries shall also be sent by Email by Alexen to the Contact Attorney(s) of a Member when the corresponding Business Opportunity is pertinent to the practice and the geographical situation or market of that Member as determined by Alexen.

4.8. Contact Attorneys commit to circulate each Summary received from Alexen to the relevant attorneys of their law firm, based on the attorneys’ practice, client basis and other individual interest.

4.9. Despite the fact that the main purpose of the System is to organize the liaison among Members when a Business Opportunity posted on the Website matches the needs and interests of Clients, Contact Attorneys may use the Email address (contact@alexen.com) to ask Alexen for the contact details of another Member should they need to be assisted by this other Member to work on a project related to a Business Opportunity or on any other unrelated project.

4.10. Contact Attorneys shall use the Email address (contact@alexen.com) should they need to (i) communicate with Alexen and/or (ii) ask Alexen any questions about the operation of the Website and/or any Business Opportunities.

4.11. Members shall not be listed on the System. The Members’ list shall in no case whatsoever be communicated, exploited, sold or used by Alexen. However, each Member hereby authorizes Alexen to disclose their identity and the name of their Contact Attorney(s) to any other Members (i) for the necessity of matching a Business Opportunity and/or (ii) to answer to a request for a referral from a Member as described in Paragraph 9 hereabove.

Article 5. Posting a Business Opportunity

5.1. Members are strongly encouraged to submit Business Opportunities to be posted on the System. The posting of Business Opportunities on the System by a Member shall increase the chances of this Member to get new assignments deriving from deals generated through the Website.

5.2. Members who wish to post a Business Opportunity on the System (the “Posting Member”) shall comply with the following procedure:

The Posting Member shall fill the form supplied by Alexen (the “Posting Form”) giving the details of the proposed Business Opportunity (the “Proposed Business Opportunity”) and the identity of his client (the “Posting Client”). Alexen shall keep the identity of the Posting Client strictly confidential at any stage.
The Posting Member shall thereafter Email this information to Alexen using the Email address (contact@alexen.com).
Upon receipt of a duly completed Posting Form, Alexen shall review the Proposed Business Opportunity and determine whether such an opportunity can be posted on the System based on the international character of the Proposed Business Opportunity, its size, its potential interest to the other Members, among other criteria.
Alexen may consider that the Proposed Business Opportunity is not eligible to be posted on the System and shall keep informed in due course the Posting Member of this decision.
If Alexen considers that the Proposed Business Opportunity is eligible to be posted on the System, Alexen shall prepare a draft Summary on a no name basis pursuant to the terms of Article 2.4 above and Email this draft to the Posting Member for its own and its client’s consideration and comments.
The Posting Member shall have a maximum five (5) days’ period from receipt of this draft Summary to submit it to its Posting Client and make any comments / suggestions to Alexen.
Alexen shall also prepare an individual posting agreement to be entered into by and between Alexen, the Posting Member and the Posting Client (the “Individual Posting Agreement”) (i) authorizing Alexen to post the Teaser on the System, (ii) authorizing Alexen to share all information contained in the Teaser with all Members, their clients and business contacts and (iii) authorizing Alexen and all Members to download the Teaser from the System and dispatch this downloaded version of the Teaser and/or any contents thereof to any of their clients and business contacts to match a Business Opportunity. Such an Individual Posting Agreement shall also (i) list the countries/States of the Members to whom the Teaser shall be sent by Email (the “Dispatch List”), (ii) specify the Service Fee which shall eventually be paid by the Posting Client to Alexen as indicated in Article 7 below and (iii) include all usual confidentiality, non-disclosure and non-circumvent undertakings on the part of both the Posting Client, the Posting Member and Alexen.
Upon submission by Alexen of both the definitive Summary and the Individual Posting Agreement to the Posting Member, the Posting Member and the Posting Client shall have a maximum five (5) days’ period from receipt of these documents to approve the definitive Summary and return the Individual Posting Agreement signed by both the Posting Member and the Posting Client to Alexen.
Upon receipt of the signed Individual Posting Agreement, Alexen shall (i) post the Summary on the System and (ii) Email the Summary to the Members identified in the Dispatch List for a period determined by Alexen (the “Posting Period”).

Article 6. Matching a Business Opportunity

6.1. In the event (i) a Business Opportunity is of interest to any individual client (the “Matching Client”) of a Member (the “Matching Member”) and (ii) the Matching Client wants to receive additional information on the Business Opportunity, the Matching Member shall notify Alexen of its Client’s interest for the Business Opportunity together with information about the Matching Client as identified in the matching form (the “Matching Form”) using the Email address (contact@alexen.com). Alexen shall keep the identity of the Matching Client strictly confidential at any stage..

6.2. Alexen shall thereafter and for a period mutually agreed between Alexen and the Posting Member (the “Review Period”) inform the Posting Member of all marks of interest for the Business Opportunity that Alexen shall receive from the other Members. Alexen is hereby authorized to disclose at this stage the name of the Matching Member and the country / State of the Matching Client without disclosing any information about the identity of the Matching Client.

6.3. At the end of the Review Period, the Posting Member shall (i) communicate to Alexen the name of the Matching Member(s) with whom the Posting Member and the Posting Client are willing to start negotiation (the “Selected Matching Member(s)”) and (ii) agree with Alexen on the period for such negotiation (the “Negotiation Period”).

6.4. Alexen shall then prepare and submit to each Pre-Selected Matching Member an individual matching agreement to be entered into by and between Alexen, the Pre-Selected Matching Member and its client (the “Pre-Selected Matching Client”) (i) detailing information on the Pre-Selected Selected Matching Client, (ii) fixing the Service Fee which shall be eventually paid by the Pre-Selected Matching Client to Alexen as indicated in Article 7 below and (iii) stating all usual confidentiality, non-disclosure and no-circumvent undertakings on the part of both the Pre-Selected Matching Client, the Pre-Selected Matching Member and Alexen.

6.5. Upon submission by Alexen of the Individual Matching Agreement to the Pre-Selected Matching Member, the Pre-Selected Matching Member and the Pre-Selected Matching Client shall have a maximum five (5) days’ period from receipt of this document to return the Individual Matching Agreement signed by both the Pre-Selected Matching Member and the Pre-Selected Matching Client to Alexen.

6.6. Upon receipt of the signed Individual Matching Agreement, Alexen shall:

post a note on the System indicating that the Business Opportunity is “under review” at which stage this Business Opportunity will no longer be available until the end of the Negotiation Period for consideration for the benefit of the other Members;
introduce electronically the Posting Member to the Selected Matching Member(s);
allow the Posting Member to initiate business discussions with the Selected Matching Member(s).

6.7. The Posting Member shall thereafter have a period of ten (10) days (the “Observation Period") to meet by any means whatsoever any and all of the Pre-Selected Matching Members, share with them the identity of their respective Clients and discuss about their Clients’ interests to match the Business Opportunity.

6.8. At the end of the Observation Period, the Posting Member shall communicate to Alexen the name of the Matching Member(s) and Matching Client(s) it has selected to initiate negotiation to match the Business Opportunity (respectively, the “Selected Matching Member” and the “Selected Matching Client”). Alexen and the Posting Member may also mutually agree on the period open for negotiation between the Posting Member and each of the Selected Matching Members (the “Negotiation Period.

6.9. The Posting Member, the Selected Matching Member(s) and their respective Clients shall use the Negotiation Period to conduct at their own responsibility any and all negotiations on the Business Opportunity between them. The Selected Matching Member(s) and their Client(s) shall also use this Negotiation Period to carry out any necessary due diligence with the full support and assistance of the Posting Member and the Posting Client. Since Alexen’s role is strictly limited to the posting of the Business Opportunities on the System and the management of introductions between Members, Alexen shall in no event be involved in the negotiations and dealings between the Members and their respective Clients nor be part of any due diligence exercise.

6.10. The Posting Member and the Posting Client shall decide during the Negotiation Period the Matching Member and the Matching Client with whom they want to close the Business Opportunity and the Posting Member shall inform Alexen on the identity of the final Selected Matching Member / Client as soon as they know this information.

6.11. The Negotiation Period may be renewed by Alexen at the Posting Member’s request.

6.12. If negotiations between the Posting Member, the Selected Matching Member(s) and their respective Clients abort during the Negotiation Period or any renewal thereof, the Posting Member shall inform Alexen of such status and Alexen shall delete the note posted on the System indicating that the concerned Business Opportunity is “under review”, at which stage the Business Opportunity shall be back for consideration for the benefit of the other Members.

6.13. If, on the contrary, the Posting Member, the Selected Matching Member and their respective Clients enter into any kind of binding contractual agreement dealing with the Business Opportunity or any other transaction directly or indirectly related to the Business Opportunity during the Negotiation Period or any renewal thereof or during a period of two (2) years following the end of the Negotiation Period or any renewal thereof (the “Transaction”), each of the Posting Member and the Selected Matching Member shall be responsible for (i) informing Alexen of the date and place of the closing of the Transaction (the “Closing Date”) and (ii) informing their respective Clients of their responsibility to pay on the Closing Date the Service Fee to Alexen as defined in the Individual Posting / Matching Agreements.

6.14. Prior to any completion of a Transaction or any other transaction related to a Business Opportunity, each of the Posting Member and the Selected Matching Member involved in the Transaction shall provide Alexen with all necessary information in order to verify the amount of the Fees payable to Alexen hereunder or under an Individual Posting / Matching Agreement.

6.15. Any Transaction shall be made directly among the Members and their respective Clients under their own agreements, and Alexen shall not be a party to such agreements and shall have no responsibility for the terms and conditions of such Transaction or any other transaction related to this Business Opportunity.

Article 7. Service Fees

7.1. In consideration for the use of the System, upon the closing of a Transaction, a fixed service fee agreed in advance by and between Alexen, the Posting / Matching Members and the Posting / Matching Clients (as the case may be) shall be charged by Alexen to each of the Posting and/or the Matching Clients as indicated in each of the Individual Posting / Matching Agreements pursuant to the terms of Articles 5 and 6 above (the “Service Fees”). Unless otherwise agreed in the Individual Posting / Matching Agreements, the amount of such individual Service Fee shall be equal to a minimum of €10,000 and to a maximum of a fixed amount not to exceed one and a half per cent (0.75%) of the Transaction Value. Unless otherwise defined in an Individual Posting / Matching Agreement, “Transaction Value” shall equal (i) the aggregate value of all consideration, whether cash, cash equivalents, notes and other securities (including the value of any roll-over equity received or to be received in a recapitalization, reorganization or similar transaction), contractual arrangements or other property, plus (ii) the aggregate value of all indebtedness (other than trade debt) for money borrowed and associated accrued interest directly or indirectly assumed, refinanced or extinguished by the acquirer in connection with such Transaction.

7.2. The Service Fees shall be invoiced by Alexen on a strict success fee basis as described in each of the Individual Posting / Matching Agreements.

7.3. The Service Fees shall be paid by the Posting and the Matching Clients upon the Closing Date unless otherwise agreed in the Individual Posting / Matching Agreements.

7.4. The Posting and the Matching Members shall use commercially reasonable best efforts to provide for the payment of the Service Fees by their respective Posting and Matching Clients to Alexen on the Closing Date.

7.5. All Service Fees shall be invoiced and collected by Alexen. Once collected, each of the Service Fees paid by the Posting and the Matching Clients may be shared by Alexen with respectively the Posting and the Matching Members based on the pre-agreed arrangement between them, subject to and as authorized by the local legal and ethical rules governing lawyers on a country by country, State by State basis. Payment of any Service Fees shared by Alexen with the Posting and/or the Matching Members shall be subject to all tax withholdings required by the relevant jurisdiction(s).

7.6. No other fee of any kind shall be due or owing to Alexen by any Member or Client.

Article 8. Members’ Undertakings

Each Member confirms and agrees to each of the following:

A Member shall make its best efforts to provide Alexen with at least one Business Opportunity every six (6) months.
A Member shall not allow any third party to use or share the Login Number and/or Password and a Member shall not transfer, lease or otherwise permit to have an interest in the Password to any third party.
Members are responsible for the security of their Login Number and their Password. If a third party uses the Login Number and the Password of a Member in violation of these Terms of Use, the Member shall immediately change his Password.
Alexen shall have no responsibility for the information concerning the Business Opportunities posted on the System and the contents of the Summaries.
Members and their respective Clients shall conduct any and all negotiations with the other Member(s) at their own responsibility and Alexen shall have no responsibility for any disputes among them including those concerning the contents of the Business Opportunities.
As for any inquiry with respect to the Business Opportunities posted on the System, Alexen shall not owe an obligation to respond to such inquiry or any other obligations.
The Posting and the Matching Members shall keep Alexen informed on the status of their ongoing dealings and negotiations; they also undertake to answer to any of Alexen’s queries dealing with the status of their ongoing dealings and negotiations.
Neither false statements nor information prohibited from disclosure due to confidentiality or other obligations shall be provided by a Member to Alexen.

Article 9. Suspension and Withdrawal of a Member

9.1. If a Member violates any provisions of these Terms of Use, Alexen may, without giving any advance notice, suspend the Member’s use of the System and/or cancel the registration of the Member; Alexen shall bear no responsibility to the Member for taking such actions.

9.2. If a Member desires to withdraw from the membership of the System, the Member shall apply for such withdrawal and Alexen will immediately cancel the registration of this Member.

9.3. Notwithstanding the preceding two Paragraphs, when a Member is under negotiations over a Business Opportunity posted on the System, such Member may not withdraw from its membership of the System until such negotiations have ended.

9.4. Unless otherwise requested from the Member, Alexen shall delete the registered information of the Member after a certain period prescribed by Alexen after the withdrawal of such Member. For avoidance of any doubt, Alexen shall not return any documents or electronic data, etc. that it has received from the Member.

9.5. If any claim is asserted against Alexen or if any damage is incurred by Alexen or a third party due to the acts or omissions of the Member, then the Member shall, even after the withdrawal, bear all legal responsibilities and shall defend, indemnify and hold Alexen harmless from and against such claim, including any losses, damages or expenses (including reasonable attorneys’ fees) arising from such claim.

Article 10. Notice

10.1. Any notices to be made by Alexen to a Member shall be made by sending such notice by an Email to the Email address included in the registered information of the Contact Attorney(s) (the “Designated Email Address(es)”), and the notice shall be deemed completed at the time such Email is dispatched.

10.2. The Member shall configure the various settings concerning the Designated Email Address(es) so that it may receive Emails from Alexen.

10.3. When Alexen sends material information concerning the System by Email, such notice shall be deemed completed at the time such Email is dispatched even if the Contact Attorney(s) has(have) configured his/her/their Email address(es) to reject all Emails from Alexen.

Article 11. Handling of Registered Information

11.1. Alexen shall treat all registered information of a Member and its Client as personal information.

11.2. Alexen shall not disclose the registered information of a Member to a third party without prior consent thereto by the Member.

11.3. Alexen shall comply with the terms and conditions set forth in the Privacy Notice posted on the Alexen Website.

Article 12. Change and Suspension of the System

12.1. Alexen may change the specifications of the System based on Alexen’s discretionary judgment without giving any notice.

12.2. Alexen may suspend or terminate the System by posting on the Website or giving notices by Email to the Members, in advance, whether for the maintenance of the System, change in specifications of the System or otherwise. Furthermore, when it is difficult to provide the System due to a communication failure, domestic or international political situation or natural disaster, etc., failure of the platform server, etc., or failure at the provider, or for any other unavoidable reasons, the System may be suspended without prior notice, and Alexen shall not assume any responsibility therefor.

Article 13. Copyright and Ownership Right

All copyrights or any other intellectual property rights and ownership rights regarding trademarks, logo marks, descriptions, program or other data, etc. concerning the System shall belong to Alexen.

Article 14. Disclaimer

The Members agree in advance that Alexen shall not bear any liability for damages arising from or in connection with each of the following items:

Any issues arising between the Members;
Any issues arising between a Member and either a Posting Client and a Matching Client or any other Client;
Any issues with a third party concerning the matters that a Member or a Posting Client describes on the System;
An unintended use or leakage, etc. of confidential information notwithstanding whether or not an oath concerning confidentiality obligations is made pursuant to any Individual Posting / Matching Agreement by a Member or Client;
The content and quality, etc. of the Business Opportunity to be posted;
The fact that the information disclosed by a Member or a Client was untrue or inaccurate;
A third party’s unauthorized access to or unauthorized modification of data of a Business Opportunity or any other acts by a third party;
When the System cannot be used due to excessive access, a failure of communication lines or any other unexpected factors;
When the System cannot be used due to a cause not attributable to the willfulness or gross negligence of Alexen;
When any damage incurs due to a virus infection originating from files, etc. that the Member received or opened at its own risk;
When the use of the System is interrupted, delayed or cancelled, etc. due to the failure of a communication line or communication device, etc.;
When the System cannot be used due to the loss of or inability to use the Password;
The completeness, accuracy, recency or safety, etc. of all information, links, etc. to be provided on the Website;
The content and use, etc. of a website operated by a third party other than Alexen, which links from or on the Website;
Any issues arising from the Member’s personal information released on the System;
When the System is not satisfactorily used (including, but not limited to, the following situations):
- There are decreased Business Opportunities due to a rapid increase in the number of Members;
- The Business Opportunity that a Member desires is not posted on the System;
- Discontinuation of the posting of the Business Opportunity, suspension of the System pursuant to Article 12 above;
- The negotiations for the sale, the purchase or any transaction related to a Business Opportunity do not proceed as the Member desires; or
- The desired materials, etc. are not disclosed by the counterparty to the negotiations concerning the sale, the purchase or any transaction related to a Business Opportunity.

q. Any and all taxes imposed by tax authorities on a Member after the completion of the sale, the purchase or any transaction related to a Business Opportunity.

MEMBER EXPRESSLY AGREES THAT ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES IS AT ITS SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND ALEXEN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. MEMBER FURTHER SPECIFICALLY ACKNOWLEDGES THAT ALEXEN IS NOT LIABLE, AND MEMBER AGREES NOT TO SEEK TO HOLD ALEXEN LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE WEBSITE OR THE SERVICES.

Article 15. Amendment to Terms of Use

Alexen may amend these Terms of Use without giving any notice to the Member. The amended Terms of Use shall be notified to the Members by posting them on the Website or through an application program and Email provided by Alexen. The amended Terms of Use shall be effective and applied from the time such notice is posted on the Website or sent to the Member, and the Member shall agree to the foregoing in advance.

Article 16. Governing Law and Exclusive Agreed Court of Jurisdiction

These Terms of Service shall be construed in accordance with the laws of Ireland. In addition, with respect to resolution of disputes arising between Alexen and a Member from or in connection with the System or these Terms of Use, the Dublin, Ireland Courts shall be the exclusive agreed court of jurisdiction in the first instance and each Member agrees to submit to the jurisdiction of the courts of Dublin, Ireland in connection with any claim arising hereunder.