This page restates publicly the exact scope within which Pelorus operates. It is intended for clients, prospects, investors and auditors who wish to verify the consistency between our contractual undertakings (engagement letter, terms of sale) and our public communication.
Provider status — binding declaration
The Provider (Pelorus) declares that it is not a Financial Investment Advisor within the meaning of Art. L.541-1 of the French Monetary and Financial Code (CMF), not an Investment Services Provider within the meaning of Art. L.531-1 CMF, not registered with ORIAS for banking and financial canvassing (Art. L.341-1 CMF), not a chartered accountant within the meaning of Ordinance 45-2138 of 19 September 1945, and not an attorney within the meaning of Law 71-1130 of 31 December 1971. The Provider acts neither as agent of a Financial Investment Advisor (art. L.541-3 CMF), nor as tied agent of an Investment Services Provider (art. L.545-1 CMF). This framework is consistent with Directive 2014/65/EU (MIFID II) as transposed into French law.
Six express operational prohibitions
Accordingly, the Provider expressly refrains from:
(i) any personalised investment recommendation regarding a specific financial instrument (art. D.321-1 CMF);
(ii) any paid introduction of the Client to investors;
(iii) any banking or financial canvassing on behalf of the Client;
(iv) any success fee, finder's fee, variable compensation, equity kicker, BSA, subscription warrant, warrant or kickback indexed on the amount or completion of any fundraising, sale, merger, acquisition or financing transaction;
(v) providing any list of investors identified and targeted for the Client's round (public ecosystem databases — Dealroom, Crunchbase, France Invest, etc. — remain freely available to the Client);
(vi) drafting any act or document legally binding the Client vis-à-vis an investor (term sheet, shareholders agreement, subscription contract) — these acts fall exclusively to the Client's lawyer.
What Pelorus can / cannot do
| Domain | Pelorus can | Pelorus cannot |
|---|---|---|
| External-facing financial documents | Produce investor deck, 3-statement BP, indicative valuation, info memo under our financial modelling engagements. Hand deliverables over for the Client's internal preparation. | Canvass investors or lenders. Introduce against compensation. Provide a curated list of targeted investors for a specific deal. |
| Compensation | Fixed forfait fees excluding pre-approved costs. Time-and-materials daily rate. Monthly retainer. | Success fee, finder's fee, equity kicker, BSA, warrant, kickback, variable compensation indexed on a transaction. |
| Valuation | Methodological exercise (DCF, comparables, multiples) defensible before a committee. | Independent expert attestation under French RGAMF 261-1. Regulated fairness opinion. |
| LBO modeling | Analytical pilot model: sources & uses, waterfall, IRR/MOIC, sensitivities. | Binding term sheet. M&A structuring mandate. Investment recommendation. |
| Legal acts | Frame a lawyer brief. Identify business stakes of a shareholders agreement. | Draft a shareholders agreement, term sheet, subscription contract or sale agreement. |
| ESG / CSRD | CSRD/VSME pre-diagnosis, controversy screening, EU Taxonomy alignment, double materiality. Prepare the Client for their obligations. | Audit or compliance attestation under Regulation (EU) 2022/2464 (falls to an OTI accredited by COFRAC). |
| Accounting | Analyse and model from accounts provided by the Client. | Bookkeeping, accounts certification, statutory accounting missions (French Ord. 45-2138). |
| Law | Business advisory, strategic scoping, lawyer brief. | Legal opinion, court advocacy, drafting legal acts (French Law 71-1130). |
| AI solutions | Document automation, internal analysis, lead qualification, augmented search, business-line tools. | Personalised investment recommendation on a financial instrument (art. D.321-1 CMF) — robo-advisor exclusion. |
Ownership and circulation of deliverables
Deliverables produced under an engagement (investor deck, business plan, valuation note, info memo, Q&A grid, financial models) are handed to the Client for the exclusive purpose of internal preparation. Their circulation, partial or full, to any investor, lender or third party falls under the Client's sole responsibility. The Provider cannot be held liable for any use made beyond the internal-preparation scope defined above, except in case of gross or wilful misconduct by the Provider, or breach of an essential obligation depriving the contract of its substance (art. 1170 of the French Civil Code).
Contractual consistency
This scope is restated in our Terms of Sale (article 10) and in every signed engagement letter. For any question on the scope of an engagement, please write to contact@pelorus.fr.