PREAMBLE
Access to the sutherlandam.com digital ecosystem, the Sutherland OS, and the Virtual Data Room (VDR) is strictly conditional. By authenticating, navigating, or extracting data from this platform, the User (whether an individual, corporate entity, or Family Office representative) acknowledges and unconditionally accepts these binding Terms of Use and the associated Fiduciary Disclaimers.
1. THE BIFURCATED ARCHITECTURE, DUAL MANDATE & PRINCIPAL DISCLAIMER
Sutherland operates under a strict dual-mandate architecture to eliminate conflicts of interest and ensure regulatory compliance within the French Republic.
Algorithmic Intelligence & Strategic Advisory (Entity A): Sutherland Private Office SAS provides proprietary algorithmic intelligence, yield projections, and forensic due diligence designed to dismantle emotional pricing and mitigate the "Opacity Tax" inherent in prime asset markets. For entities seeking market intelligence, a formalized Advisory Fee secures access to the Sutherland OS and our proprietary data ecosystem. Sutherland Private Office SAS does not act as a real estate broker.
Regulated Brokerage Execution (Entity B): For entities engaging in physical asset acquisition within French jurisdiction, all market intermediation, contract negotiation, and execution are governed by specific transactional mandates strictly under the Loi Hoguet. These functions are executed exclusively by the regulated subsidiary, Sutherland International Realty SAS.
Principal vs. Intermediary Disclaimer: A structural "Chinese Wall" is maintained between algorithmic asset valuation and physical brokerage execution to ensure absolute fiduciary objectivity. Sutherland International Realty SAS acts exclusively as a regulated intermediary under a formalized, written mandate. We do not act as a Principal, we do not take proprietary positions on prime assets, nor do we act as a counterparty to the final deed of sale (Acte Authentique).
No Joint Venture or Partnership (Absence d'Affectio Societatis): The provision of algorithmic intelligence, structural tax modeling, or platform access by Sutherland Private Office SAS does not constitute, and shall not be construed as creating, a partnership, joint venture, agency, or fiduciary co-investment vehicle. Sutherland operates strictly as an independent strategic advisor and technological provider. The absolute absence of affectio societatis is explicitly acknowledged by the User, precluding any joint liability for the User's capital deployment outcomes.
Marketplace Exemption & Strict Infrastructure Provision: The User explicitly acknowledges that Sutherland Private Office SAS (Entity A) operates strictly as an infrastructure and software provider. The Sutherland OS™ and VDR do not constitute a real estate marketplace, digital bulletin board, or property listing service. Entity A does not publicly or privately list, advertise, or market specific real estate assets for sale. Any classified asset data, Private Inspection media, or property-specific valuations presented within the sovereign VDR are uploaded, curated, and legally intermediated exclusively by the regulated subsidiary, Sutherland International Realty SAS (Entity B), under a formalized Loi Hoguet mandate.
SaaS & Advisory Fee Independence: The Advisory Fee collected by Sutherland Private Office SAS constitutes strict remuneration for the provision of proprietary software access (SaaS licensing), algorithmic data analytics, and structural modeling. It does not constitute a real estate search fee (frais de recherche). Pursuant to the strict provisions of the Loi Hoguet, this fee is completely independent, non-refundable, and legally decoupled from the execution, success, or failure of any physical real estate transaction. Sutherland International Realty SAS (Entity B) collects its brokerage remuneration exclusively upon the definitive signing of the authentic deed of sale (Acte Authentique) via the Notary's escrow.
2. INTELLECTUAL PROPERTY, ALGORITHMIC DEFENSE & NDA
The methodologies, proprietary taxonomy, pricing algorithms, and "Opacity Tax" mitigation protocols remain the exclusive intellectual property of Sutherland Private Office SAS.
Access to the Sutherland OS and the Virtual Data Room (VDR) constitutes a binding, legally enforceable Non-Disclosure Agreement (NDA). All forensic due diligence, clinical data models, and Private Inspection media are classified and provided strictly for internal evaluation by the User and their verified legal counsel.
Statutory NDA Carve-Out (AML Immunity): The obligations of confidentiality under this Non-Disclosure Agreement expressly exclude, and shall not apply to, any mandatory disclosures made by Sutherland to competent financial intelligence units (e.g., TRACFIN), regulatory bodies, or judicial authorities pursuant to European and French Anti-Money Laundering and Counter-Terrorism Financing (AML/CFT) statutes. Sutherland retains absolute civil, criminal, and professional immunity for such statutory reporting, and the User explicitly waives any right to litigation or claims for damages arising from such compliance disclosures.
We strictly prohibit the use of automated scraping, data mining, or the extraction of our forensic due diligence for the purpose of training third-party Large Language Models (LLMs), artificial intelligence systems, or external advisory databases. Unauthorized distribution, algorithmic reverse-engineering, or data scraping will result in immediate corporate litigation and the pursuit of maximal statutory damages.
3. THE NON-RELIANCE CLAUSE, EXTERNAL API & EU AI ACT COMPLIANCE
In strict compliance with the European Union Artificial Intelligence Act (EU AI Act), the Sutherland OS is legally classified as a Decision Support Tool. It does not execute automated, legally binding decisions.
All algorithmic outputs, yield models, and "Capital Entry Point" projections constitute objective analytical modeling based on market fundamentals. They do not represent guaranteed financial outcomes, binding legal offers, or state-certified property appraisals (Expertise Immobilière Agréée). Sutherland acts as a strategic advisor; we mitigate market opacity, but the User acknowledges that inherent macroeconomic, geopolitical, and systemic market risks remain. The User assumes absolute liability for the deployment of their capital.
Third-Party Data & API Disclaimer: Furthermore, the Sutherland OS algorithmically integrates data from external institutional oracles, state cadastral registries, and third-party APIs. Sutherland Private Office SAS provides no representations or warranties regarding the accuracy, completeness, or latency of such external data streams. The User explicitly assumes all risks associated with macroeconomic or external data-source distortions.
Professional Third-Party Non-Reliance:
The proprietary analytical models and algorithmic projections provided by the Sutherland OS are generated exclusively for the internal strategic orientation of the verified User. Sutherland explicitly disclaims any duty of care toward third-party professionals. The User's external legal counsel, Notaries, tax advisors, and auditors are strictly prohibited from legally relying upon Sutherland’s algorithmic outputs, forensic models, or VDR data to discharge their own professional fiduciary duties or regulatory obligations.
4. TAX, LEGAL, ACCOUNTING & PSD3 SAFE HARBOR
Sutherland Private Office SAS and its subsidiaries do not operate as a law firm, a certified public accounting (CPA) entity, or a Notary Public. Any structural tax modeling or corporate holding strategies provided within the Sutherland OS are strictly for informational and algorithmic projection purposes.
Ultra-High-Net-Worth (UHNW) clients and their Family Offices are contractually mandated to engage their own independent Notaire and designated cross-border legal/tax counsel to validate all corporate structuring, tax liabilities, and wealth preservation strategies prior to the execution of any asset acquisition.
Notarial Sovereignty & Capital Rejection Risk:
The User acknowledges that under French law, the designated Notary operates as a sovereign Public Officer (Officier Public). While Sutherland implements institutional-grade KYC clearance (including the vetting of digital assets via MiCA-compliant VASPs), the executing Notary retains the absolute, discretionary statutory right to refuse the receipt of acquisition funds into their escrow account (Compte Séquestre) based on their independent risk assessment. Sutherland explicitly disclaims any liability for transaction failures, forfeited deposits, or financial damages resulting from a Notary’s unilateral refusal to clear, process, or hold the User's capital.
Payment Services Exemption (PSD3): Pursuant to the revised European Payment Services Directive (PSD3) and the regulatory frameworks of the Autorité de Contrôle Prudentiel et de Résolution (ACPR), Sutherland Private Office SAS does not operate as a regulated payment service provider or electronic money institution. The collection of the Advisory Fee is executed exclusively via Tier-1 regulated banking institutions or authorized third-party acquiring gateways. Sutherland does not process, clear, or hold client operational liquidity.
Statutory Late Payment Penalties (B2B): Pursuant to Article L.441-10 of the French Commercial Code (Code de commerce), any delay in the settlement of the formalized Advisory Fee by a corporate entity, Family Office, or professional client shall automatically, and without the necessity of prior formal notice (mise en demeure), incur late payment penalties. Such penalties shall be calculated at the European Central Bank (ECB) most recent refinancing rate augmented by ten (10) percentage points. Furthermore, a statutory fixed indemnity of forty euros (€40) for recovery costs shall be systematically applied to each late invoice, with Sutherland Private Office SAS reserving the absolute right to claim supplementary damages if actual recovery costs exceed this statutory minimum.
Asset Deal vs. Corporate Share Transfer (M&A Exemption): Where an acquisition is structured as a "Share Deal" (e.g., the acquisition of shares in a Société Civile Immobilière - SCI, or equivalent corporate holding vehicle) rather than a direct "Asset Deal," Sutherland International Realty SAS intermediates the transaction strictly regarding the underlying real property rights. Sutherland is not an M&A advisory firm, does not conduct corporate, liability, or labor due diligence on the acquired corporate vehicle, and provides no representations regarding the historical liabilities of the shares transferred. The User's designated legal counsel assumes absolute responsibility for the corporate and financial auditing of any acquired holding structures.
External Links & Third-Party Ecosystems: The Sutherland ecosystem may provide routing links to external digital infrastructures, including but not limited to state tax portals, designated Notary data rooms, and Tier-1 payment acquiring gateways. Sutherland maintains no operational control over these third-party ecosystems and expressly disclaims any liability for system failures, data breaches, or financial routing errors occurring outside our sovereign cryptographic perimeter.
Anti-Tax Evasion Shield & Abuse of Law (Abus de Droit): Sutherland Private Office SAS strictly adheres to international anti-tax evasion frameworks. The algorithmic "structural tax modeling" provided by the Sutherland OS is exclusively theoretical, purely mathematical, and designated strictly for risk-assessment and educational orientation. The User explicitly covenants that no data, model, or proprietary structuring insight provided by the platform shall be utilized to facilitate aggressive tax optimization, cross-border tax evasion, or the circumvention of mandatory reporting frameworks (e.g., DAC6, CRS, FATCA). Sutherland explicitly disclaims any liability, and the User assumes all civil and criminal risk, for the execution of corporate structures that competent tax authorities may qualify as an Abuse of Law (Abus de Droit fiscal).
5. KYC PREREQUISITES, ANTI-FRAUD PROTOCOL & INDEMNIFICATION
Access to the platform is strictly restricted to entities and individuals aged 18 or older possessing full legal capacity (capacité juridique) to form binding contracts. Access to off-market prime assets and authorization for Private Inspections is not a public right, but a conditional privilege. It is strictly contingent upon the successful clearance of our Institutional AML & KYC Protocol. Sutherland reserves the absolute, discretionary right to suspend, freeze, or terminate platform access without prior notice should a User fail Ongoing Due Diligence (ODD).
Account Security & Credential Compromise: The User bears exclusive fiduciary responsibility for maintaining the absolute confidentiality of their authentication credentials, hardware tokens, and Multi-Factor Authentication (MFA/2FA) devices. Any action, data extraction, or mandate authorization executed within the Sutherland OS or VDR under the User’s authenticated session is legally deemed to have been executed by the User. Sutherland assumes zero liability for data breaches or financial losses resulting from credential sharing, localized malware, or client-side credential compromise.
Strictly Personal Access (Intuitu Personae) & Incapacity: Authorization to access the Sutherland OS and the Virtual Data Room (VDR) is granted on a strictly personal and non-transferable basis (intuitu personae). In the event of the death, legally declared incapacity (including tutelle or curatelle), criminal incarceration, or formal corporate liquidation of the authorized User or their Ultimate Beneficial Owner (UBO), all platform access, active sessions, and advisory mandates shall be immediately and preemptively frozen. Legal heirs, matrimonial representatives, court-appointed liquidators, or assignees possess absolutely no automatic right of succession to the User's digital credentials, tax models, or the classified contents of the VDR. Any subsequent access to the data perimeter or continuation of a transaction by a recognized legal successor is strictly contingent upon the formal verification of their legal mandate and the successful clearance of a completely new, independent Institutional AML & KYC Protocol, subject to Sutherland's absolute discretionary approval.
Authorized Communications & Anti-Fraud Protocol: Given the proliferation of Business Email Compromise (BEC) and AI-generated Deepfake fraud targeting UHNWI capital, Sutherland enforces a strict zero-trust communication protocol. Sutherland Private Office SAS and Sutherland International Realty SAS will never solicit the transfer of acquisition capital or advisory fees via standard email, SMS, or unauthorized messaging applications. All definitive financial routing instructions, including the designated French Notary’s escrow account (Compte Séquestre), are transmitted exclusively within the cryptographically sealed Sutherland VDR. Sutherland assumes absolutely no liability for financial losses incurred by the User resulting from third-party cyber-fraud, social engineering, or compromised client-side communication channels.
Ongoing Sanctions Representation & Warranty: The User executes a continuous, legally binding representation and warranty that neither the acquiring entity, its UBOs, nor its capital sources are subject to OFAC, UN, or EU sanctions. In the event of a geopolitical status alteration or sanctions designation during the transaction lifecycle, the User is strictly mandated to notify Sutherland immediately. Such an event grants Sutherland the absolute, unilateral right to terminate all advisory and brokerage mandates without penalty or prior notice.
AML Indemnification: The User explicitly agrees to fully indemnify, defend, and hold harmless Sutherland Private Office SAS and its subsidiaries against any regulatory censures, financial penalties, frozen escrow assets, or legal fees arising from the User's misrepresentation of capital origin, corporate opacity, or breach of international sanctions frameworks.
6. STATUTORY MANDATE PRECEDENCE (HIERARCHY OF DOCUMENTS)
While these Terms of Use govern digital access, intellectual property, and algorithmic intelligence, any physical real estate intermediation must be governed by a bilateral, digitally signed mandate (Mandat de Recherche or Mandat de Vente) executed pursuant to Article 72 of the Loi Hoguet Decree. In the event of any interpretive conflict between these digital Terms of Use and a formalized Loi Hoguet mandate, the provisions of the signed mandate shall strictly prevail.
7. SYSTEMIC RESILIENCE, FORCE MAJEURE & LIMITATION OF LIABILITY
While Sutherland employs resilient, redundant server architectures across Europe to ensure the continuous deployment of the Sutherland OS, we do not assume liability for systemic network failures, edge routing latency, cryptographic degradation, or data unavailability caused by force majeure events, state-sponsored cyber-warfare, or disruptions external to our sovereign operational perimeter.
Limitation of Liability Cap: To the maximum extent permitted by applicable French and European law, the aggregate financial liability of Sutherland Private Office SAS, its subsidiaries, and its executive officers for any and all claims—whether in contract, tort, or otherwise—shall be strictly limited to the total quantum of the Advisory Fee actually paid by the User during the twelve (12) months immediately preceding the event giving rise to the claim. Under no circumstances shall Sutherland be held liable for indirect, punitive, or consequential damages, including but not limited to loss of profit, loss of yield, or missed acquisition opportunities.
Sovereign Intervention & Asset Freeze Immunity: Sutherland assumes absolute zero liability for any financial losses, forfeited deposits, or missed acquisition opportunities resulting from the collapse or delay of a transaction caused by Sovereign Intervention. This includes, but is not limited to, the freezing of escrow funds by the French State, the exercise of the Right of Opposition (Droit d'opposition) by TRACFIN, asset seizures by the National Financial Prosecutor's Office (Parquet National Financier), or the exercise of preemption rights by French municipalities (Droit de Préemption Urbain). The User acknowledges that state-mandated transaction freezes or aborts do not constitute a breach of contract by Sutherland.
8. GOVERNING LAW, JURISDICTION & SEVERABILITY
These terms, and any mandate arising from the use of this platform, are governed exclusively by the material laws of the French Republic.
Digital Services & Right of Withdrawal Exemption: Pursuant to Article L.221-28 of the French Consumer Code, access to the proprietary analytics, the Sutherland OS, and the Sutherland Virtual Data Room (VDR) constitutes the immediate delivery of personalized digital content and algorithmic financial models. By authenticating and accessing the secure ecosystem, the User expressly acknowledges the immediate execution of the contract and irrevocably waives their 14-day statutory right of withdrawal (droit de rétractation).
Electronic Communications & Formal Notice: The User explicitly consents to receive all legal, operational, and administrative communications electronically. It is contractually agreed that any formal notice, mandate termination, or regulatory warning (including Mise en demeure) delivered to the User's verified email address or securely transmitted via the Sutherland VDR possesses the exact legal validity, enforceability, and evidentiary weight of a physical registered letter with acknowledgment of receipt (Lettre recommandée avec accusé de réception).
Agreement on Evidence (Convention de preuve): Pursuant to Article 1368 of the French Civil Code, the User explicitly agrees to a formal Agreement on Evidence. All cryptographic timestamps, telemetry logs, session data, and authentication trails generated within the Sutherland OS and VDR possess absolute, incontrovertible evidentiary value in any court of law, functionally equivalent to a physically signed original document.
Linguistic Discrepancy (Loi Toubon): To accommodate our international UHNW clientele, this documentation and the platform interface are provided in English. However, pursuant to the French Loi Toubon, in the event of any legal divergence, interpretive ambiguity, or litigation, the French legal standards and the French-language interpretation of these terms shall exclusively apply.
Right to Unilateral Modification: Sutherland Private Office SAS reserves the absolute right to unilaterally modify, amend, or restructure these Terms of Use at its sole discretion to ensure compliance with evolving European directives and French statutory law. Continued authentication into the Sutherland OS or VDR subsequent to the publication of any modifications constitutes the User’s implicit, irrevocable legal acceptance of the revised Terms.
Waiver of Syndicated or Class Actions (Renonciation à l'Action de Groupe): The User irrevocably agrees that any dispute, litigation, or arbitral proceeding against Sutherland Private Office SAS or its subsidiaries shall be conducted strictly on an individual basis. The User explicitly waives any statutory or procedural right to initiate, participate in, or consolidate claims within a class action, syndicated litigation, or collective representative proceeding.
No Third-Party Beneficiaries (Absence de stipulation pour autrui): Pursuant to the strict principle of privity of contract (effet relatif des contrats) codified in Article 1199 of the French Civil Code, these Terms of Use constitute a strictly bilateral agreement between Sutherland Private Office SAS (including its regulated subsidiaries) and the formally verified User. Sutherland expressly rejects the creation of any third-party beneficiary rights (stipulation pour autrui) under Article 1205 of the French Civil Code. This digital mandate confers no legal rights, privileges, or standing to litigate upon any third party, including but not limited to subsequently formed acquisition vehicles (e.g., a Société Civile Immobilière - SCI), corporate subsidiaries, unverified Ultimate Beneficial Owners (UBOs), or co-investors, even if such entities were structured or utilized by the User for the ultimate acquisition of an asset. Any claim, grievance, or demand for indemnification must be asserted exclusively by the originally verified contractual counterpart.
Exclusive Jurisdiction: Any corporate dispute arising from the use of the Sutherland OS, unauthorized data extraction, or advisory mandates governed by Sutherland Private Office SAS shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris). Natural persons acting as consumers retain the statutory right to refer disputes to the designated Consumer Mediator or the competent civil courts determined by the French Code of Civil Procedure.
Severability & Survival: Should any provision of these Terms be deemed invalid or unenforceable by a competent jurisdiction, such invalidity shall not vitiate the remainder of the contract. The Non-Disclosure Agreement (NDA), intellectual property defense, indemnification, and exclusive jurisdiction clauses shall survive any termination of access or invalidation of peripheral clauses in absolute legal effect.