HUMMINGBIRD EXECUTIVE APP
TERMS AND CONDITIONS OF SALES
Table of Contents
- PURPOSE
- ACCEPTANCE
- DEFINITIONS
- AMENDMENTS TO THE TERMS AND CONDITIONS
- COMPANY IDENTIFICATION
- TERMS OF SUBSCRIPTION – PRESENTATION OF OFFERS
6.2 Platinum Individual Membership
6.5 Private Equity – Platinum Professional
6.6 Concierge Partners – Butler Services
7.2 Triggering Event for the Referral Commission
8.2 Commission-triggering event
10.1 Private customers (non-professionals)
10.4 Sales of Goods via the App
12.1 Breach of the non-circumvention obligation
12.2 Other breaches of contract
- PERSONAL DATA
- INTELLECTUAL PROPERTY
- NO WAIVER
- GOVERNING LAW
- DISPUTE RESOLUTION
- MISCELLANEOUS PROVISIONS
The purpose of these General Terms and Conditions of Sale (hereinafter the “GTC”) is to define the contractual terms applicable to any subscription to a Service or any access to the Services offered on the “HUMMINGBIRD EXECUTIVE APP” application operated by HUMMINGBIRD CONSULTING.
They govern all commercial relations between the Company and any Customer, whether a natural person (private individual or professional) or a legal entity. In the event of any conflict between these GTC and any other specific contractual document entered into between the Parties, the provisions of the specific document shall prevail over these GTC in their respective areas.
Any subscription to a Subscription or any booking of a Service via the App implies full and unconditional acceptance of these T&Cs, in the version in force on the date of subscription, as well as the Terms of Use (TOU), the Privacy Policy and, where applicable, any applicable confidentiality and non-circumvention agreements.
The Customer is deemed to have read and accepted all of these documents prior to any subscription. In the absence of acceptance, access to the Services will be refused.
Certain Services offered on the Application, and in particular access to investment opportunities, off-market Properties and luxury Concierge Services, are accompanied by specific warnings detailing their characteristics, limitations and risks.
Acceptance of these warnings, by ticking a box or using any equivalent technical mechanism, is a prerequisite for subscribing to or using the relevant Services. This acceptance, recorded and time-stamped by the Application, constitutes the User’s express consent and a contractual commitment in the same way as acceptance of these General Terms and Conditions of Sale.
For the purposes of these GTC, the terms defined below shall have the following meanings, whether used in the singular or plural:
“Subscription”: refers to one of the access packages subscribed to by a Customer, as described in Article 6 of these General Terms and Conditions (Simple Seller Mandate, Individual Platinum Membership, Standard Professional Platinum, Advanced Professional Platinum, Professional Platinum Capital Investment, Concierge Partners).
“Advertisement”: refers to any content (text, images, descriptions, financial data) submitted by an Advertiser to the Company for publication on the Application, under the sole editorial responsibility of its author.
“Advertiser”: refers to any Customer holding a Subscription enabling the posting of Advertisements, who has submitted an Advertisement published on the Application.
“Application”: refers to the “HUMMINGBIRD EXECUTIVE APP” mobile and web application, accessible on iOS and Android smartphones, operated by the Company.
“Property”: refers to any movable or immovable property, tangible or intangible, as well as any investment product or financial interest, available on the Application for the purpose of its acquisition, rental, sale or subscription.
“Customer”: means any natural person of legal age or legal entity who holds a personal Account on the App and has subscribed to one of the Subscriptions offered.
“Referral Code”: means the unique number assigned to any Member or Partner for the purposes of participating in the Referral Programme, as defined in Article 7.
“Commission”: means the remuneration payable to the Company in its capacity as a matchmaking intermediary, unless otherwise specified in a separate written mandate, the terms of which are set out in Article 8.2.
“Personal Account”: refers to the personalised space created by any User on the App, allowing access to the Services in accordance with the Subscription taken out.
“Concierge Services”: refers to the Services relating to the booking and provision of luxury amenities and premium services (villas, private jets, yachts, restaurants, private security, etc.).
“Advice”: refers to the Services relating to investment opportunities, transactions involving off-market properties and matchmaking within the scope of Platinum activities.
“Publisher”: refers to HUMMINGBIRD CONSULTING, acting as the publisher of the Application and as a matchmaking intermediary.
“Triggering Event”: refers to the contractual event triggering the obligation to pay a Commission to the Company, as defined in Article 8.2.
“Referral”: refers to any new Client who has taken out an Individual Platinum Subscription using a Referrer’s Referral Code.
“Off-market”: refers to investment opportunities or Assets not published on traditional public markets, accessible exclusively via the Application subject to subscription to a qualifying Subscription.
“Member”: refers to any Client holding a Platinum Subscription (Individual or Professional), who has access to the Application’s Platinum ecosystem.
“Referrer”: refers to any Member or Partner holding an active Referral Code, participating in the Referral Programme.
“Partner”: refers to any service provider or company that has entered into a partnership agreement with the Company governing the provision of services or the distribution of investment products via the App.
“Referral Programme”: refers to the system for assigning a Referral Code to any Member or Partner, accompanied by a Referral Commission as defined in Article 7.
“Services”: refers to all Concierge, Advisory, access to off-market opportunities, matchmaking and distribution services accessible via the App in accordance with the Subscription taken out.
“Company”: refers to HUMMINGBIRD CONSULTING, a single-member limited liability company (EURL) under French law with a share capital of €1,000, whose registered office is situated at 212, avenue du Château d’Eau, 06220 Vallauris, registered with the Antibes Trade and Companies Register under SIREN number 902 652 114, represented by Ms Déborah DUQUESNE, Manager.
“User”: means any natural person of legal age or legal representative of a legal entity who has access to the Application via a Personal Account.
The Company reserves the right to amend these T&Cs at any time. Any amendment shall come into effect upon its publication on the App.
In the event of a substantial amendment to the T&Cs (changes to pricing, commission terms, or the rights and obligations of Customers), active Customers will be notified via the Application and by email, at least thirty (30) calendar days before the amendment comes into effect.
Continued use of the App or the renewal of a Subscription after this period constitutes acceptance of the amended T&Cs. In the absence of such acceptance, the Customer has the right to cancel their Subscription in accordance with the terms of Article 6 applicable to their offer.
- The Company, HUMMINGBIRD CONSULTING, is a single-member limited liability company (EURL) under French law, registered with the Antibes Trade and Companies Register under SIREN number 902 652 114, and whose registered office is situated at 212, avenue du Château d’Eau, 06220 Vallauris.
- The Company is represented by Ms Déborah DUQUESNE, in her capacity as Manager (contact email:hb@consultinghummingbird.com / Website: https://hummingbirdexecutive.com)
The Company offers six (6) distinct access and collaboration models, described below. Each offer gives rise to a contract or specific terms and conditions that supplement these GTC. Unless otherwise stipulated, the term of each Subscription is one (1) year, renewable by tacit agreement, unless notice of termination is given by registered letter with acknowledgement of receipt or via notification in the Application thirty (30) days prior to expiry.
The Simple Seller Mandate is intended for any natural or legal person wishing to entrust the Company with the advertising, screening and matching of potential buyers for a specific Property, without access to the Platinum ecosystem.
This mandate is subject to a specific mandate agreement signed prior to any advertising. It specifies, in particular: the description of the Property, the duration of the mandate, the asking price and the method of calculating the Commission.
Included:
- Distribution of the Advertisement to qualified Members of the Application;
- Screening of enquiries received by the Company;
- Controlled introduction of parties, subject to the potential buyer signing a confidentiality agreement;
- Monitoring of communications and reporting to the Seller.
6.2 Individual Platinum Membership
The Individual Platinum Membership is intended for individuals wishing to access the entire Hummingbird Executive ecosystem as a Member.
Access includes:
- Access to off-market opportunities (movable property, real estate, equity interests);
- Ability to buy, sell and search for assets via the App;
- Access to the exclusive Platinum network (content, exclusive listings, qualified network);
- Direct interaction with opportunities and investments posted online;
- Access to a dedicated concierge service, available 24 hours a day;
- Issuance of a personal Referral Code (Referral Programme, Article 7);
- Receipt of a personalised membership card.
One (1) personal account is allocated per Individual Platinum Membership. For legal entities, please refer to the Platinum Professional offer.
6.3 Wealth management advisors / family offices / matchmaking services – Platinum Professional Standard
The Platinum Professional Standard Subscription is intended for wealth management professionals, family offices, advisory firms and matchmaking organisations wishing to access the Platinum ecosystem on behalf of their clients.
Access included:
- Platinum access for the subscribing legal entity and 3 users designated by mutual agreement with the Company;
- Ability to purchase, invest in, sell and propose Assets on behalf of clients;
- Access to opportunities within the Hummingbird network;
- Allocation of a Professional Referral Code;
- Commissions shared between the Company and the organisation.
6.4 Wealth management professionals / family offices / matchmakers – Advanced Professional Platinum
The Advanced Platinum Professional Subscription includes all the features of the Standard package as well as extended visibility and administration options.
Additional features:
- Highlighting the organisation’s services within the App (presentation, visual identity);
- Integration of a direct appointment booking link visible to Members;
- Listing in one or more thematic sections of the App depending on the nature of the services offered;
- Access to the administration panel: listing properties, editing adverts, tracking enquiries;
- Controlled contact between Members and the organisation following approval by the Company;
- Commissions shared with the Company.
6.5 Private Equity – Platinum Professional
The Platinum Professional Private Equity Subscription is intended for private equity firms, investment funds, investment vehicles and similar entities wishing to present their investment opportunities and be connected with qualified partners or Members of the Application.
Features included:
- Presentation and connection with partners offering investment products via the Application;
- Listing of products in dedicated sections according to the Partner’s strategy;
- Access to the App’s qualified Platinum client base;
- Direct contact by Members via an integrated appointment booking link;
- Commissions shared with the Company.
⚠ Regulatory warning: the Company acts exclusively as a matchmaking intermediary and does not provide any regulated investment services within the meaning of Articles L. 531-1 et seq. of the Monetary and Financial Code. It is the Partner’s responsibility to ensure that it holds all the authorisations required by the applicable regulations (AMF or equivalent) for the distribution of its products. The Company shall not be held liable for any breach by the Partner of its regulatory obligations.
6.6 Concierge Partners – Butler Services
The Concierge Partners offering is intended for providers of premium services wishing to join the Concierge section of the App and offer their services to Hummingbird Members.
Features included:
- Integration into the Concierge section of the App;
- Creation of a page presenting the Partner’s services;
- Set-up of a request form (quote or booking);
- Promotion to Hummingbird Members;
- Commission on sales generated via the App, in accordance with the terms set out in the Concierge Partnership Agreement.
In addition to these T&Cs, the Concierge Partner is subject to the provisions of the Concierge Partnership Agreement signed between the Parties, which specifies, in particular, the insurance conditions, service quality obligations and non-circumvention terms.
Any Member or Partner holding an active Subscription is assigned a unique Referral Code, generated by the App and stored in their personal Account. This code may be freely shared by its holder (hereinafter the “Referrer”) with any individual or legal entity within their network.
When a new Customer takes out an Individual Platinum Membership using a Referrer’s Referral Code, the Referrer is entitled to a Referral Commission, subject to the conditions set out below.
7.2 Conditions for the Referral Commission
The Referral Commission is payable to the Referrer when all three of the following conditions are met:
- The new Customer (hereinafter the “Referred Customer”) has entered the Referral Code when registering or subscribing, and this information has been recorded and time-stamped by the App;
- Full payment of the annual fee for the Individual Platinum Membership taken out by the Referred Customer has been confirmed and successfully received by the Company;
- No refund, cancellation or payment dispute procedure is pending in respect of this Subscription on the date the Referral Commission becomes due.
The Referral Commission is paid to the Referrer within ten (10) calendar days of confirmation that the conditions set out in Article 7.2 have been met, by bank transfer to the account designated by the Referrer in their Personal Account.
In the event of cancellation or refund of the Referred Party’s Subscription within three (3) months of subscription, the Referral Commission already paid shall be deemed to have been paid as an advance and must be repaid by the Referrer to the Company within thirty (30) calendar days of notification of such cancellation.
The data recorded by the Application (Referrer Code entered, subscription timestamp, payment confirmation, identity of the Referrer and the Referred User) shall constitute, between the Parties, prima facie evidence in writing of the conditions triggering the Referral Commission. The Company may produce this data in any dispute relating to the Referral Programme.
The following are expressly excluded from the Referral Programme:
- Subscription sign-ups that do not fall under the Individual Platinum Membership category;
- Self-referrals (the Referrer may not use their own Referral Code);
- Subscriptions made without providing the Referral Code at the time of registration;
- Subscriptions that have been cancelled, refunded or are subject to an outstanding payment.
The amounts quoted in service proposals or quotations are exclusive of tax (excl. VAT). The applicable VAT rate is that in force on the date of subscription, depending on the Customer’s tax regime and the place of supply of the service.
Without prejudice to the provisions of Article 7 and the specific terms of each mandate or partnership agreement, the event giving rise to the Commission due to the Company in connection with its intermediation activities is the first of the following events to occur:
- The signing of a memorandum of understanding, a letter of intent or a preliminary contract between the Parties brought together by the Company, relating to a Property or service accessible via the Application;
- The conclusion of a binding contract of sale, purchase, transfer or subscription relating to a Property or investment product accessible via the Application;
- The receipt of the first payment due from the purchaser or subscriber in respect of the relevant Asset or service, as provided for in the applicable mandate or partnership agreement.
In the absence of any contractual specification, the triggering event shall be deemed to be the conclusion of the binding contract referred to in the second indent above.
The Application accepts the following payment methods:
- SEPA bank transfer;
- VISA / Mastercard;
- PayPal;
- Stripe;
- SumUp;
- Revolut;
- Invoicing via the SELLSY accounting platform.
All annual subscriptions are payable in full and in advance, unless the Company has agreed in writing to a payment schedule. In the event of early termination at the Customer’s initiative or for a reason attributable to the Customer, the full annual fee remains payable to the Company, with no provision for a pro rata refund.
8.4 Advance payment of expenses
In exceptional circumstances, the Company may advance certain costs on behalf of the Customer. In such cases, the Customer has a period of ten (10) calendar days to reimburse the Company. To avoid any need for an advance, the Customer is invited to register a payment method in their Personal Account or to provide a SEPA direct debit mandate.
The Company acts as an intermediary connecting Advertisers, Members, Partners and users of the Application. As such, the Company is not a party to contracts entered into directly between Clients or between Clients and Partners.
The Company shall not be held liable:
- For any non-performance or improper performance attributable to an Advertiser, a Partner or a third-party service provider;
- In the event of inaccurate, incomplete or fraudulent content published by an Advertiser under their sole editorial responsibility;
- In the event of the Application being temporarily unavailable as a result of maintenance work, technical faults or any event beyond the Company’s control;
- Due to investment decisions made by a Client on the basis of information available on the Application, such information being provided for information purposes only;
- In the event of force majeure, defined as any external, unforeseeable and unavoidable event within the meaning of Article 1218 of the Civil Code.
The Company’s liability, where applicable, is limited to the amount of sums actually received in respect of the relevant Customer’s annual Subscription over the last twelve (12) months.
10.1 Private customers (non-professionals)
In accordance with Articles L. 221-18 et seq. of the Consumer Code, the private Customer has a right of withdrawal of fourteen (14) calendar days from the date of taking out a Subscription, with the exception of Services whose performance has commenced with the Customer’s prior express consent before the expiry of this period. The right of withdrawal may be exercised by sending written notice to the following address:hb@consultinghummingbird.com
In accordance with Article L. 221-28 of the French Consumer Code, bookings for Concierge Services relating to accommodation, transport, catering, leisure activities or vehicle hire for a specific date are expressly excluded from the statutory right of withdrawal. Any cancellation is governed by the cancellation terms of the relevant Partner.
Customers taking out a Subscription as part of their professional activity do not benefit from the right of withdrawal provided for in the Consumer Code. The applicable cancellation terms are those set out in Article 6 corresponding to their offer.
10.4 Sales of Goods via the App
For distance sales of movable property, the non-business Customer has a right of withdrawal of fourteen (14) calendar days from receipt of the goods, in accordance with Article L. 221-18 of the French Consumer Code.
For property purchases, the Non-Professional Customer has a withdrawal period of ten (10) calendar days from the date of signing the preliminary sale agreement, in accordance with Article L. 271-1 of the French Building and Housing Code.
Any Customer accepting these T&Cs undertakes not to bypass the Company in connection with introductions made via the App. Any negotiation, transaction or agreement relating to a Property or service of which knowledge results from the use of the App must take place exclusively through the Company.
The Customer undertakes not to contact an Advertiser, a Partner or any other Member directly for the purpose of carrying out a transaction without the Company’s involvement, unless the Company has given its prior written consent, and not to use a third party to circumvent this clause.
The applicable confidentiality terms are set out in the Confidentiality and Non-Circumvention Agreements entered into specifically for each transaction. In the event of any conflict between these T&Cs and such a signed agreement, the provisions of the signed agreement shall prevail within its scope.
12.1 Breach of the non-circumvention obligation
In the event of proven circumvention of the Company by a Client, directly or indirectly, the Company is entitled to claim:
- A sum equal to the maximum Commission that the Company would have received in respect of the circumvented transaction, plus twenty per cent (20%) by way of damages, plus one (1) per cent of that amount for each calendar day of delay from the expiry of a period of ten (10) days following formal notice;
- Reimbursement of all costs incurred in recovering the loss of earnings, including any legal fees actually paid.
12.2 Other breaches of contract
For any other proven breach of one of the Client’s material obligations (including breach of confidentiality obligations, fraudulent use of the Referral Code, or non-payment of the Subscription), a lump sum of €10,000 (ten thousand euros) shall be payable as a penalty clause, due within thirty (30) calendar days of the sending of a formal notice specifying the breach(es) identified.
Any processing of personal data collected under these T&Cs is subject to the General Data Protection Regulation (GDPR – EU Regulation 2016/679) and the French Data Protection Act. The detailed conditions are set out in the Company’s Privacy Policy, available on the App and forming an integral part of these T&Cs.
The Customer has the rights of access, rectification, erasure, restriction, objection and data portability referred to in Articles 15 to 21 of the GDPR, which may be exercised by writing to: hb@consultinghummingbird.com
The Application, its interface, its features, its content (excluding Advertisers’ Advertisements), its trademarks, logos and company names are the exclusive property of HUMMINGBIRD CONSULTING and are protected by intellectual property law. Any unauthorised reproduction or use is strictly prohibited.
The fact that the Company does not, at any given time, invoke any of the provisions of these T&Cs shall not be construed as a definitive waiver of the right to invoke them at a later date.
These T&Cs are governed by and interpreted in accordance with French law. In the event of multiple language versions, the French version shall be the sole authentic version and shall prevail over any translation.
The Parties agree that the courts within the jurisdiction of the Company’s registered office, namely the courts within the jurisdiction of the Court of Appeal of Aix-en-Provence, shall have exclusive jurisdiction to hear any dispute relating to the validity, interpretation or performance of these T&Cs.
In the event of a dispute relating to the formation, interpretation or performance of these T&Cs, the Parties undertake to seek an amicable solution within thirty (30) calendar days of receipt of a written notice specifying the subject matter of the dispute.
If no amicable resolution is reached within this period, the dispute shall be brought before the competent courts designated in Article 16 above.
Customers acting as non-professional consumers may also, prior to any legal action, make use of the consumer mediation service designated by the Company free of charge.
Should any provision of these T&Cs be declared null and void or unenforceable, the remaining provisions shall remain in force. These T&Cs constitute the reference document applicable to all Subscriptions, without prejudice to specific contracts entered into for each type of offer (mandate agreements, partnership agreements, confidentiality agreements) which supplement them in their respective fields.