General conditions of the Professional
"Shop" means the space hosted on the Platform, managed and administered by the Professional (restaurant card, list of services offered, etc.).
"Catalogue"shall designate all Products offered for sale via the Platform by the Professional.
"Order(s)The term "appointment" refers to any appointment with a Professional, reservation/purchase/pre-order of Products, a seat in a restaurant, cinema, museum, etc., via the PIINK ME Platform by a User.
"Personal Space Personal digital space created by a User when registering on the Platform containing personal information (mandatory and optional) allowing him/her to access the Service.
"Professional SpacePersonal digital space specifically dedicated to a Professional via the Platform allowing him/her to display his/her Products for sale, to consult information useful for the functioning of the Service, to follow up Orders, etc.
"Parties": means the Operator and the Professional, parties to these GPC.
"Platform"PIINK ME: means the digital platform or application PIINK ME created by PIINK TEKNOLOGY which allows to put in relation Professionals and Users.
" Product(s) "shall mean all the products, services or activities listed by the Professional(s) on the Platform.
"Professional(s)", "You", "Your": designates any professional exercising within the framework of his activity (tradesman, liberal profession, craftsman, etc...) co-contractor of PIINK TEKNOLOGY which proposes its products and/or services via the Platform.
"Prohibited Products: means Products that are not authorized for sale contrary to good morals or that are not authorized by virtue of legislative, regulatory or contractual provisions. For example, the following are prohibited for sale (this list is not exhaustive)
goods infringing intellectual or industrial property rights or the personality rights of a third party;
goods marketed within the framework of an exclusive or selective distribution network and for which the Professional has not obtained approval;
goods of a pornographic nature and more generally those that offend public decency;
goods that incite racial hatred or discriminate on the basis of race, gender, religion, nationality, physical ability, sexual orientation or age;
weapons and ammunition;
medications, drugs ;
toxic or hazardous liquids;
stolen items ;
This definition includes coupons or codes for discounts or promotional offers.
" User(s) "shall mean the natural person who purchases Products on the Platform from listed Dealers.
PIINK TEKNOLOGY, a simplified joint stock company with a capital of €21,756.47, whose head office is located at 113 RUE DE FONDEVILLE in TOULOUSE (31400), registered in the Toulouse Trade and Companies Register under number B 830 298 659 (hereinafter referred to as " the Operator " or " PIINK TEKNOLOGY "), implements, on the PIINK ME website or application (hereinafter the " Platform "), a platform allowing Professionals, after registration, to enter, through it, in relation with Users, to place Orders via the Platform, allowing Professionals to better manage the flows, to promote their Products, to gain visibility, etc (hereafter the " Service ").
The main characteristics of the Service are described in Articles 2 and following of these contractual conditions applicable between the Professional and the Operator (hereinafter the " General Conditions Applicable to Professionals " or " CGP ").
Within the framework of the Service, the attention of the Professional is more particularly drawn to :
the need to read, before accepting them, the entirety of these GPC and the payment services framework contract which define the applicable rules and his responsibilities as a Professional (Appendix 1);
the fact that a contract of sale and/or provision of services will be directly concluded between the Professional and the User. Said contract shall be subject to Your general terms and conditions of sale, accepted online by the User by clicking on the validation button when placing the Order;
the operation inherent to the Platform, and in particular the fact that the payment service provider collects the amount of sales on behalf of the Professional. The amount shall be paid directly to the Professional after the service has been provided/confirmed;
the fact that the Professional is solely responsible for the conformity of the Products to the Order.
The Parties agree to perform the GPC in good faith.
The purpose of these GTC is to define the legal and financial conditions applicable to the use of the Service by the Professional. The Operator undertakes to provide the Professional with technological tools enabling him to reference his Products on the Platform.
The use of the Service is subject to the acceptance by the Professional of the present CGP and its appendix without restriction or reservation. This acceptance is materialized by a validation click.
Any modification of the present CGP must first be notified to the Professionals at least fifteen (15) days before it comes into force.
The Service is made up of a set of tools allowing the User to get in touch with a Professional by being able to use 3 different sales channels: on the spot, to take away and/or in delivery.
The Service allows the Professional :
to list itself and its Products on the Platform;
to propose, describe and manage its offers relating to the Products;
manage and/or accept Orders placed by the User;
to follow the relationship with the User through the tools available on the Platform;
to update the status of the Orders;
automate the payment by credit card by using a payment intermediary (Stripe, bank, etc.).
Article 2.1 Membership of the Professional in the Platform
When joining the Platform, the Professional agrees to communicate:
all the information requested on the application form (such as the address of the registered office, company name, RCS number, K-bis, etc);
where applicable, all information relating to KYC ("Know Your Customer") in accordance with the applicable texts;
its complete bank details;
its intra-community VAT number ;
its telephone number ;
the name of its legal representative and the name of the preferred contact to whom the Operator will give priority
The Professional undertakes to update this information without delay, if necessary.
The Professionals exercising a regulated activity and/or depending on a professional order undertake to take the necessary steps with the said order. The Operator shall not be held responsible for any omission or improper action relating thereto.
The Professional guarantees the accuracy of the information transmitted to the Operator and is solely responsible for any error, omission or failure to update such information, subject to exclusion from the Platform under the conditions set forth in Article 9 hereof.
As soon as all the information requested by the Platform has been communicated and the technical prerequisites requested have been validated, the Professional will receive a login and a password allowing him/her to access his/her Professional Space.
The Professional guarantees the confidentiality of his login and password which he undertakes not to communicate to any third party. The Professional shall be solely responsible for the consequences of the use, even fraudulent, of these elements.
The Professional undertakes to notify the Operator without delay of any theft or breach of confidentiality of identifiers. This notification must be sent to the Operator by email, confirmed by registered letter with acknowledgement of receipt. The Operator shall deactivate access to the Professional Area within a maximum of 48 hours following receipt of such notification. In the event of loss of an identifier, a procedure for assigning a new identifier will be implemented.
The Operator shall allow the Professional to access his Professional Space allowing him to follow the status of his Orders for Products and to manage his catalog.
This Space must be updated and checked daily by the Professional so that the User may have access to information relating to his Order.
By accepting the Terms and Conditions, the Professional agrees that the Operator may access the Professional's account for the purpose of providing support services and maintenance.
The Operator grants the Professional access to :
for the duration of its membership in the Platform and ;
for use limited to the needs arising from the performance of these GPC.
This access is personal, non-transferable and non-assignable.
The Professional shall be personally responsible, at his exclusive expense, for the acquisition, installation, maintenance and connection of the various elements of the configuration and means of telecommunication necessary to access the Platform. The Professional is solely responsible for the proper functioning of his computer equipment and his access to the Internet.
Article 2.2 Putting the Catalogue online
Once the membership is finalized, the Professional has the possibility to put online a Products / Services Catalog on the Platform.
The Professional can update his Catalog via his Professional Space when he wishes (add/remove products, modify their descriptions, etc. ...).
The Professional guarantees that he will not present for sale on the Platform any Prohibited Products, under penalty of being excluded from the Platform in accordance with the provisions of Article 11 below, and without prejudice to any damages that may be claimed by the Operator.
The Professional accepts that for reasons of presentation and ergonomics of the Platform, all or part of his Products may be presented:
via the presentation sheet of a strictly identical Product (same barcode) offered for sale on the Platform by other Professional(s); or
via the Professional's presentation sheet, modified to adapt it to technical requirements and to the Platform's graphic charter.
The Professional is solely responsible for the information relating to himself and/or his Products and the elements of presentation (in particular, description of the characteristics of the Products, price, photograph, etc.) integrated on the Platform. It is up to the Professional to check the conformity of the information put online, to validate its accuracy and to detect any errors.
In the event of the discovery of any inaccuracy, error and/or omission of any kind, the Professional undertakes to inform the Operator and to correct them without delay. If the Operator becomes aware of any errors in the Professional's Catalog, it shall notify the Professional, who agrees to make the necessary changes and/or corrections without delay.
The Professional undertakes to resolve all customer disputes arising from this information.
As a hosting provider, Operator is not subject to a general obligation to monitor stored information or to a general obligation to investigate facts or circumstances indicating illegal activities.
However, the Operator is entitled to delete any information posted on the Platform by a Professional upon request by a third party due to its illicit nature and/or infringement of its rights.
In addition to the acceptance of these GPC, including the master payment services agreement provided in Appendix 1, and any other contractual documents that may be required, the Professional shall provide a certain amount of administrative, banking and financial information, in particular for billing and payment purposes.
The Operator reserves the right not to reference the Professional or not to provide the Service, in particular in the absence of a response or in the absence of providing the information requested by the Operator, in particular on its situation, the products sold, the manufacturing processes or any other information, etc
The Professional carries out commercial operations from his Professional Space.
Article 4.1 General obligations of the Professional
The Professional must be a professional, legally capable person. He must be established in France or in one of the countries of the European Union. Transactions made via the Platform are concluded directly between the User and the Professional. The Operator is in no way a reseller of the Products offered by the Professionals.
The Professional is responsible to the User for the Products he offers. The Professional undertakes to provide a toll-free telephone number. If necessary, the Operator will transmit it to the Users (in particular in the event of poor performance of the services, complaints in accordance with Article L.113-5 of the Consumer Code).
The Professional undertakes to provide the User - on the Platform or by any other means - with the updated pre-contractual information necessary for the latter's informed consent, as defined by the applicable regulations, and in particular when required by the said regulations:
the essential characteristics of the Products;
general terms and conditions of sale ;
the conditions of the after-sales service including an after-sales service;
the price of the Products including VAT;
if necessary, the costs of delivery, transport, postage and all other possible expenses;
the terms of payment, delivery or performance;
the terms applicable to the right of withdrawal (if applicable);
the duration of the validity of the offer and its price.
The Professional guarantees that the information and Products provided by him comply with the applicable regulations and that the Products shipped comply with the Products as described on the Platform.
As soon as the Order is validated, the Professional guarantees that the Products presented on the Platform are available, within the timeframe indicated.
The Professional agrees not to offer services for which he does not have all the required qualifications (diplomas, training, etc.) and/or administrative authorizations. Otherwise, he would be likely to be dereferenced.
In the event of an erroneous price being displayed on the Platform, the Professional undertakes to contact the Users concerned within 24 hours of the alert, and to reimburse the cancelled Orders - subject to the applicable regulations. The Professional shall inform the Operator.
The Professional undertakes to comply with the applicable legislation, in particular with regard to the exercise of a commercial activity (in particular registration, accounting, social and tax obligations), anti-corruption, anti-money laundering and financing of terrorism, the law on the circular economy as well as the laws and regulations which are incumbent upon him with regard to his activity and to the Products he offers (such as in particular, hygiene, safety, manufacturing and conservation standards, declarations to the authorities, and in particular to the tax and customs authorities).
Each Party undertakes to conduct its business in an ethical and transparent manner. In this context, each Party undertakes to proscribe a certain number of behaviors.
Thus, each Party shall refrain from, but not be limited to:
generally to act, permit, or authorize any act of the other party or any third party in violation of applicable anti-bribery laws in France;
Use any money or other consideration of any kind paid for illegal purposes, including purposes that violate anti-bribery laws, to help obtain or improperly retain a contract, procurement or other benefit;
offering, promising, giving, soliciting or accepting, directly or indirectly, any advantage whatsoever to or from a civil servant or public agent, an enterprise or company controlled by a State or a community, a political party or any other natural or legal person in order to obtain an undue commercial/financial advantage or to influence any act or decision.
The Professional undertakes to implement all necessary means to comply with these obligations.
The Professional agrees to complete the documents required by the Operator.
The Professional undertakes to respond to the Operator's requests (in particular requests for information and confirmation of Orders) within a maximum of two (2) working days (working days in France) of receipt.
The Professional undertakes to inform the Operator in advance, via his Professional Space, of any changes in his situation or the information provided.
The Professional shall refrain from any act or omission likely to cause harm to the User, the Operator, other Professionals or any third party. In particular, the Professional shall refrain from using visuals or trade names, pseudonyms, or from making comments or other messages that are offensive, contrary to public order or morality, that infringe on the personal rights or intellectual property rights of third parties, laws and regulations, and the brand image of the Operator and/or third parties. In the event of failure to do so, the Operator reserves the right to temporarily or permanently suspend access to the Service for the Professional concerned.
The Professional communicates all the information on his person and the characteristics of his Products. To do this, he undertakes to update this information as soon as possible, and in any case before the delivery of the Products. The Professional undertakes to ensure that this information does not mislead potential Users, particularly with regard to the characteristics of the Products, the associated guarantees, etc. The Professional also undertakes to ensure that the information, and in particular the illustrations/visuals provided in the description associated with the offers of Products that he proposes are accurate, respect the rights of third parties and that they do not infringe on public order or good morals.
The Professional undertakes to respect the delivery times that he announces on the Platform. The delivery time is understood as the one starting from the validation of the payment by the Operator and expiring at the reception of the Product by the User.
The Professional shall be required to communicate to the Operator, upon request, information relating to deliveries, in particular the tracking numbers of carriers, means of downloading, etc. The Operator shall in no way be responsible for the delivery (physical or dematerialized) of Products.
The Professional undertakes to issue an invoice to Users in accordance with the regulations in force.
The Professional retains full responsibility for his obligations in terms of invoicing and its consequences in terms of taxation, particularly Value Added Tax ("VAT"). Where applicable, the Professional undertakes to declare the tax collected at the time of its payment and acknowledges that the Operator may in no case be held responsible in this regard.
Article 4.2 Promotion from partnership with PIINK TEKNOLOGY
The Professional commits himself for the time of his contractual relation with PIINK TEKNOLOGY to mention to the public this partnership in particular via the apposition on the external facade of the store of a visible support of the window, on the front of the case, etc...
These materials, which reproduce PIINK TEKNOLOGY's trademarks or intellectual property rights, are provided exclusively by PIINK TEKNOLOGY. The Professional agrees to use them in accordance with PIINK TEKNOLOGY's instructions. The Professional agrees not to use other materials or modify the materials provided by PIINK TEKNOLOGY.
Any additional orders for media and/or other complementary items (pens, paper, etc.) will be billable to the Professional at preferential rates.
Article 4.3 Description of operations
the Professional presents the Products on the Platform via his Catalogue;
the User selects the Product(s) he wishes to order,
the User confirms his choices, takes note and accepts the general conditions of sale of the Professional by a validation click;
the User proceeds to the payment of the Products;
the User receives an email confirming the registration of his Order;
the Professional is informed by email, and through his Professional Space by the Operator when a Product has been ordered by a User;
the Professional shall confirm the User's Order(s) within a reasonable period of time following receipt of the information;
delivery of the Order as the case may be.
Article 4.4 Claims Management
Within the framework of the Service, the Operator collects remarks and complaints and informs the Professional by e-mail or telephone.
When an Order cannot be fulfilled under the agreed conditions, and in particular in the event of a complaint by the User, the Operator shall make its best efforts to determine the responsibilities involved and the faults that caused the failures.
In the event of disagreement, and unless the Professional provides proof to the contrary, the allocation of responsibility made by the Operator shall be binding on all.
The Operator undertakes to establish and maintain a stable dialogue with the Professionals throughout their commercial relationship.
The Professional's Products are classified according to the Product Categories that he has defined. The Operator may add, modify or delete Categories.
The User can browse the Platform according to the different Categories of Products according to a universe (e.g.: catering, wellness, have a drink, butchery, bakery, fishmonger, wine shop, market, producer, food, fashion, florist, medical, real estate, craftsman, beauty, repair, etc.).
The User may also use the search engine available on the Platform. In this case, the default ranking criterion displayed as "our selection" is that of relevance to the User's search.
The user can then modify the ranking by selecting a different sorting criterion according to :
price ("cheapest to most expensive" or "most expensive to least expensive");
customer reviews ;
product success ("best sellers");
Article 6.1 Product prices
The selling prices of the Products as offered on the Platform are freely defined by the Professional in compliance with the laws and regulations in force and, provided that they are not lower than or equal to the threshold of resale at a loss (excluding legally authorized exceptions).
The posted price of the Products includes:
the price of the Product;
transaction payment fees.
In case of non-compliance with these provisions, the Operator will put the references concerned offline, so that the Professional regularizes their prices within twenty-four (24) hours. At the end of this period, if the Professional has not corrected the prices of the references concerned, the whole of the Professional's Catalogue may be removed from the Platform. The Operator then reserves the right to terminate the Professional's membership in the Platform, subject to compliance with a ten (10) day notice period under the conditions set out in Article 9 below.
The price of the Product is indicated by the Professional via his Professional Space.
It is specified that the sales prices are fixed at the time of the Order and are firm.
Article 6.2 Payment by the Professional
The use of the Service implies that the Professional opens a payment account with STRIPE, exclusively dedicated to the collection of credit card payments made by the Buyer to the Seller.
It is specified that opening a payment account is an integral part of the Service. If a payment account is not opened with STRIPE, the Seller will not be able to access the credit card payment Service.
After confirmation of the Order by the User, the sums stored by the payment service provider in the name and on behalf of the Professional shall be transferred to his bank account (bank details transmitted when creating his Professional Space) within seventy-two (72) hours.
The Professional shall bear the costs and commissions relating to payment transactions as defined in the appendix to the payment services contract.
The transactions being carried out in Euros, the Professionals must imperatively display the prices in Euros.
Article 6.3 Remuneration of the Operator
Professionals join the Platform via a monthly or annual subscription.
The Professional is free to choose to pay for his subscription in one go at each contract renewal or on a monthly basis by direct debit from the bank account that he will have communicated at the time of his registration. The Professional may also choose to pay his subscription via the payment service provider chosen by the Operator.
Any failure to pay for a subscription that is not rectified within eight (8) days of written notification by the Operator to the Professional shall be liable to exclude the Professional from the Platform.
Unless special conditions are agreed upon with the Professional, the Operator shall not receive any commission on Orders placed.
Article 6.4 Refund of the User in case of return of the Products
In case of return of Product(s) by a User, the conditions of return and refund are those provided in the general conditions of sale of the Professional. The Professional undertakes to implement a return and refund policy in accordance with the applicable legislation.
Article 6.5 Late payment
Any sum due, paid after the due date will involve, thirty (30) days after formal notice drawn up by registered letter with acknowledgement of receipt remained without effect, the payment of late interest equal to three (3) times the legal interest rate as well as a fixed allowance for recovery costs of forty (40) euros.
The Operator provides the User with the means to evaluate the Professionals. The contractual conditions applicable to the User provide that these evaluations must be made in good faith. This information can be consulted by all Users.
The present CGP are concluded for an initial period (monthly or for a period of twelve (12) months) starting from their acceptance by the Professional on the Platform and then tacitly renewed for successive periods of twelve (12) months.
If one of the Parties does not wish to renew its membership or terminate this contractual relationship, it must inform its co-contractor by registered letter with acknowledgement of receipt, giving three (3) months' notice.
The Operator may terminate these GCP in the event of a breach by the Professional that has not been remedied within eight (8) days of a formal notice being sent. The following in particular shall constitute a breach:
inaccurate or out-of-date information provided by the Professional;
Non-performance or poor performance of a sales and/or service contract concluded with a User;
publications of non-conforming information (and in particular, as examples: product sheets that do not conform to the Product actually sold, photos of the products/services offered that do not correspond to the products/services delivered, etc);
failure to pay a subscription ;
putting on line on its Catalog of Products not in conformity and/or for which it does not have the authorizations;
in case of more than (five) 5 bad feedbacks from Users on the services of a Professional not followed by improvement;
non-dereferral from the Platform of a Product likely to be infringing or proven to be infringing or illegal.
More generally, in the event that the Professional fails to meet any of its obligations, the Operator may suspend access to the Service, either temporarily or permanently. It is specified that the Operator may only use this option in good faith.
No new transaction may be carried out following an unremedied breach. The resolution, therefore qualified as termination, will only have effect for the future, without prejudice to any damages that may be claimed for any loss suffered.
Any termination of a Professional from the Platform by the Operator for any reason whatsoever must be justified in writing (circumstances, breaches, etc.).
Termination of these GPC shall result in the immediate termination of the master payment services agreement, the collection mandate and the online mandates, if any. Termination of the master payment services agreement shall result in immediate termination of these GPC.
Each of the Parties may also terminate the Contract by operation of law under the conditions of Article 1226 of the Civil Code. Such termination shall be effective only for the future, without prejudice to any damages that may be claimed for any loss suffered.
In case of termination of the Professional's membership to the Platform for any reason whatsoever, the Professional undertakes to execute the Orders registered before the effective termination of the membership.
All texts, comments, illustrations, works and images reproduced or represented on the Platform are strictly reserved under copyright law and intellectual property law, for the entire duration of the protection of these rights and for the entire world. In this respect and in accordance with the provisions of the Intellectual Property Code, any reproduction or representation, in whole or in part, of the Platform, and in particular its graphic charter and the Operator's brands and logos, or of all or part of the elements found on the Platform without the prior written authorization of the holder of the related intellectual property rights is strictly prohibited. Any reproduction or representation of all or part of the company names, trademarks and distinctive signs appearing on the Platform is prohibited without the prior written consent of the holder of the rights.
The Professional grants the Operator, free of charge, for the entire world and for the duration of its membership, a license to reproduce and represent the content (including reproductions in the form of photographs of the Products) put online by the Professional on the Platform for the performance of its services and for the promotion of its activities on all other media used by the Operator (particularly on social networks).
The Operator grants the Professional who is duly registered a non-exclusive, non-transferable right of use, limited to the duration of use of the Service, to use the tools making up the Service. The Professional undertakes not to infringe, directly or indirectly, the rights held by the Operator, and therefore undertakes not to proceed to
any form of use of the Service and its documentation, in any way whatsoever, for the purpose of designing, producing, distributing or marketing similar, equivalent or substitute services;
adapting, modifying, altering, arranging the Service and the Documentation for any reason, including to correct malfunctions;
any decompilation, reverse engineering or disassembly of the Service, in whole or in part;
any assignment, transfer, rental, total or partial, for a fee or free of charge, of the Service or the right of use granted above;
any direct or indirect transcription, translation into other languages of the Service and documentation;
any modification or bypassing of access codes or identifiers;
marketing the Service and/or its documentation by any process or derivative work, whether for hire or free of charge, including rental.
The Operator is committed to the fight against counterfeiting.
The Operator agrees to immediately remove from sale a Product found to be counterfeit after becoming aware of it. If a Product is removed from the Platform after it has been sold, the Operator shall inform Users that the Product has been removed from sale due to its infringing nature.
Furthermore, Professionals undertake not to offer counterfeit Products for sale. If a Professional does not remove a suspected or proven counterfeit Product after written notification from the Operator, he/she may be dereferenced from the Platform and may incur liability.
The Operator also undertakes to inform Users of the vigilance measures implemented in order to raise their awareness and to enable them to make a transparent assessment of the Products they are considering purchasing.
The information and data concerning You are processed by the Operator. They are necessary to manage your account and your access to the Service.
For more information about your personal data, please refer to the Personal Data Charter.
The payment service provider carries out certain processing operations (for example and depending on the services provided KYC, contract execution, product and service management, opening and maintaining Professional accounts, collection, combating money laundering and the financing of terrorism, combating fraud, risk management, reporting, provision of payment services, compliance with the applicable regulations).
For the purposes described above, the Operator and STRIPE may communicate certain information to service providers, other companies in their respective groups or commercial partners, in particular GIE CB for the purposes of accepting card payments in the CB System, for the purposes of combating fraud and managing any legal proceedings, in accordance with the missions defined in GIE CB's articles of association and in order to meet regulatory or legal obligations, in particular those relating to criminal or administrative matters, in connection with card use.
Article 12.1 Responsibility of the Professional
The Professional is solely responsible for the Products and the pre-contractual information relating to the Products that it offers via the Platform and for the execution of the sales contract and/or provision of services concluded with the User as well as for the calculation, collection and possible payment of applicable taxes, fees and/or customs duties.
The Professional shall indemnify the Operator for all direct and indirect damages suffered by it as a result of the use of the Service. The Professional shall indemnify the Operator for all direct and indirect damages suffered by it as a result of the sale of Products by the latter. The Professional shall be responsible in particular for the Products sold, including any hidden defects. The Professional guarantees the Operator against any liability action, claim, demand or opposition from any person invoking a prejudice, a right and/or an act of unfair competition of which the Professional's activity on the Platform is the cause, which would be brought against the Operator because of the said Products sold on the Platform and/or the violation by the Professional of any right or rights of a third party, including a User, whether this damage results from the Products, from the use made by the Professional of the Service, or from any other fact or omission attributable to him. The Professional shall bear the entirety of the damage suffered, including in particular any damages and interest that the Operator may be ordered to pay by an enforceable court decision, as well as compensation and expenses of any kind incurred by the Operator.
Article 12.2 Operator's Responsibility
The Operator undertakes to use the means at its disposal to provide the services described herein (technical intermediation between a Professional and a User).
The Operator shall use its best efforts to make the servers hosting the Services operational 24 hours a day, seven days a week, subject to the occurrence of an event of force majeure, maintenance and servicing periods and upgrades, and any exceptional interruptions.
In accordance with article 6-I, 2 and 3 of the law n° 2004-575 of June 21, 2004 for the confidence in the digital economy, the Operator shall not be held responsible for the contents made available on the Platform, in particular with regard to hypertext links, descriptions of the Products or assessments that the Users make of the Professional, unless it does not make them promptly inaccessible after having been informed of their illegality under the conditions provided for by this law.
Without prejudice to the above, the Operator may only be held liable by the Professional for acts that are directly attributable to the Operator. The Operator shall in no case be liable for indirect damages, it being specified that the following are stipulated as constituting indirect damages
loss of data, profit, income or revenue;
loss of opportunity to sell its Products;
the inability to use systems and networks ;
loss of customers or damage to reputation.
The Operator shall endeavor to ensure maximum availability of the Service. However, the Professional and the User are warned of the technical hazards inherent in the Internet and the interruptions in access that may result, and expressly accept this. The Professional and the User also acknowledge the need to interrupt the Services for maintenance purposes, in particular in order to improve their operation or security. The Operator therefore does not undertake to provide permanent access to the Service and cannot be held responsible for any unavailability or slowdowns observed. The Service is provided under an obligation of means. The Operator's obligations and warranties as set forth herein are exclusive of any other warranty(s), express or implied, statutory or otherwise, relating to, among other things, the condition, performance, fitness for a particular purpose or quality of the Service provided.
In any event, the total amount of damages that the Operator may be ordered to pay to a Professional, all causes and all losses combined, per contractual year, is expressly and globally limited to the amount, excluding taxes, paid by the Professional during the said contractual year. In all cases, it shall be up to the Professional to prove that the Operator's contractual fault is the direct cause of its damage.
It is expressly agreed that the Operator's liability may only be incurred by the Professional for a period of one year from the date of knowledge of the damage, after which all rights are barred.
The provisions of this article shall survive the possible termination and/or extinction of the present contract and shall apply in particular to all transactions concluded by the Professional on the Platform.
The Party claiming a breach of contract is obliged to take all reasonable steps to mitigate the loss suffered as a result of such breach. If it fails to do so, the other party may claim a reduction in damages.
Each of the Parties declares to be insured for professional liability.
Such insurance shall be taken out with an insurance company known to be solvent and, upon request by the Operator, proof of policies taken out and proof of renewal shall be provided.
These insurances must be maintained for the duration of the enrollment in the Service.
These obligations shall in no way exempt the Parties from their responsibilities, which shall remain liable for any damage attributable to them, the financial consequences of which would not be fully or partially covered under their insurance policies for any reason whatsoever.
The Professional agrees to keep the terms of this Agreement, and more generally to keep all documents communicated during the use of the Service and not published by the Operator on the Platform, confidential. It may not disclose the contents thereof to any third party without the prior written consent of the other party, except :
if the law or a court decision requires otherwise;
to the extent necessary for the proper performance hereof by its servants, officers and counsel.
Operator reserves the right to retain a copy of the information and data processed through the Service for evidentiary purposes.
The confidentiality obligations set forth herein shall apply for a period of two (2) years from the termination of use of the Service for any reason.
Notwithstanding the provisions of this article, the Operator may mention its relationship with the Professional in any medium for the purpose of promoting its activities.
In the event that one or more of the provisions hereof shall be or become invalid, void, unlawful, unenforceable or unenforceable in any manner whatsoever, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby. In such event, Operator shall incorporate a new clause to restore the intent as expressed in the original clause in accordance with applicable laws and regulations.
The failure of either party to exercise, or the delay in exercising, any of its rights, powers or privileges hereunder shall not be construed in any way as a waiver of such rights, powers or privileges. Similarly, any partial or incomplete exercise of any of the rights, powers or privileges hereunder shall not be construed as a waiver of the full exercise of such rights, powers or privileges, or as a bar to the exercise of any other present or future rights, powers or privileges hereunder.
Any waiver by either party of any of its rights, powers or privileges must be in writing to be effective against it.
Nothing herein nor any action taken by either party hereunder shall be deemed to constitute a partnership, association or joint venture between Operator and Professional.
The Operator may freely contribute or transfer, in any form whatsoever, these presents, the Service and/or the Platform, in particular and without this being restrictive, by way of merger, demerger, partial contribution of assets, to any Company controlled by it, or which controls it, exclusively or jointly, directly or indirectly, within the meaning of Articles L.233-1 et seq. In accordance with Article 1216-1 of the Civil Code, the Professional expressly accepts that the transfer of the Contract releases the transferring entity for the future.
In the event that an event of force majeure as defined in Article 1218 of the Civil Code occurs during the term of the Contract, the Parties shall decide as soon as possible, after notification of the event by one of them, on the measures to be taken and may, if necessary, decide to suspend performance of the Contract. Correlatively, each of the Parties shall bear the cost of all expenses incumbent upon it and resulting from the occurrence of the force majeure event. In all cases, the Party affected by the event of force majeure shall do everything in its power to avoid, eliminate or reduce the causes of the delay and resume performance of its obligations as soon as the event invoked has disappeared. In the event that the force majeure event lasts for more than one (1) month, either Party may terminate the Contract by registered letter with acknowledgement of receipt without the other Party being entitled to claim damages as a result.
The Parties agree that the recordings made by the Operator's and its service providers' equipment as well as the electronic exchanges shall be considered as proof between the Parties. To this end, it is expressly agreed that all technical information, as well as electronic exchanges of any nature whatsoever (in particular by e-mail, internal messages to the Service, etc.) may be kept and archived by the Operator for evidentiary purposes. Such records shall, until proven otherwise, have the same evidentiary force as a written document signed on paper, both as regards their content and as regards the date and time they were made and/or received.
Unless otherwise specified, deadlines are expressed in calendar days or months.
In accordance with the provisions of Article 11 of Regulation (EU) No. 2019/1150, the Operator has set up a complaint handling system aimed at amicably settling disputes between Professionals and itself.
The Parties agree to execute these GCP in good faith and to resolve any dispute or difference that may arise as to their execution, interpretation or existence by amicable means before referring the matter to the competent judicial authority.
If the Parties fail to reach an amicable agreement, and prior to any legal action, they undertake to have recourse to mediation, either by having recourse to the Médiateur des entreprises (access link : https://www.economie.gouv.fr/mediateur-des-entreprisesor by using another process agreed upon by the parties.
The duration of the mediation shall not exceed three (3) months, unless otherwise agreed by the parties.
Article 17 Applicable Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of France without regard to its conflict of laws provisions. The Parties expressly agree to exclude the application of the United Nations Convention on the International Sale of Goods (1980) to this Agreement and the performance of their obligations, to the extent that such convention is applicable.
Any dispute that could not be settled amicably will be under the exclusive jurisdiction of the Courts of Toulouse.
APPENDIX 1: PAYMENT SERVICES FRAMEWORK CONTRACT
The general terms and conditions of sale and use of our payment provider Stripe are available at the following address https://stripe.com/fr/legal.