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Definitions

  • "Shop The space hosted on the Platform, managed and administered by the Professional (restaurant menu, list of services offered, etc).
  • "Catalogueshall designate all Products offered for sale via the Platform by the Professional.
  • "Order(s)The term "appointment" refers to any appointment made with a Professional, reservation/purchase/pre-ordering 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) enabling the User to access the Service.
  • "Professional SpacePersonal digital space specifically dedicated to a Professional via the Platform, enabling him to display his Products for sale, consult information useful for the operation of the Service, track Orders, etc.
  • "Parties" : refers to the Operator and the Professional who are parties to these GCP.
  • "PlatformPIINK ME: refers to the digital platform or the PIINK ME application created by PIINK TEKNOLOGY which enables Professionals and Users to be brought together.
  • "Product(s)means all the products, services or activities listed by the Professional(s) on the Platform.
  • "Professional(s)", "You", "Your": means any professional in the course of his business (merchant, professional, craftsman, etc. ...) contracting PIINK TEKNOLOGY which offers its products and / or services via the Platform.
  • "Prohibited products: means Products that are not authorised for sale, that are contrary to good morals or that are not authorised by virtue of legislative, regulatory or contractual provisions. By way of example, the following are notably prohibited from sale (this list is not exhaustive):
    • goods infringing intellectual or industrial property rights or the personality rights of a third party;
    • goods marketed as part of an exclusive or selective distribution network and for which the Professional has not obtained authorisation;
    • goods of a pornographic nature and, more generally, goods that offend public decency;
    • goods that incite racial hatred or discriminate on the basis of race, sex, religion, nationality, physical ability, sexual orientation or age;
    • arms and ammunition ;
    • medicines, drugs ;
    • toxic or dangerous liquids ;
    • stolen items ;

This definition also covers coupons or codes for discounts or promotional offers.

  • " User(s) "means the natural person who purchases Products on the Platform from the Professionals listed.

Preamble

PIINK TEKNOLOGY, a simplified joint stock company with share capital of €21,756.47, having its registered office at 113 RUE DE FONDEVILLE, TOULOUSE (31400), registered with the Toulouse Trade and Companies Registry under number B 830 298 659 (hereinafter referred to as "PIINK TEKNOLOGY"). the Operator or " PIINK TEKNOLOGY "), places on the PIINK ME website or application (hereinafter the " Platform ), a platform enabling Professionals, after registering, to enter into contact with Users via the Platform, to place Orders via the Platform, enabling Professionals to better manage flows, promote their Products, gain visibility, etc. (hereinafter the "Platform"). Service ").

The main features of the Service are described in articles 2 et seq. of these contractual terms and conditions applicable between the Professional and the Operator (hereinafter the "Contractual Terms and Conditions"). General Conditions Applicable to Professionals " or " CGP ").

As part of the Service, the Professional's attention is drawn in particular to :

  • before accepting them, you must read these GPC in their entirety and the Payment Services Framework Agreement, which sets out the applicable rules and your responsibilities as a Professional (Appendix 1);
  • the fact that a contract for the sale and/or provision of services will be concluded directly between the Professional and the User. Said contract will be subject to Your general terms and conditions of sale, which are accepted online by the User by clicking on "Accept" when placing an Order;
  • the operation inherent in the Platform, and in particular the fact that the payment service provider collects the amount of the sales on behalf of the Professional. The amount will be paid directly to the Professional once the service has been provided/confirmation that the service has been provided;
  • the fact that the Professional is solely responsible for ensuring that the Products comply with the Order.

The Parties undertake to perform the GCP in good faith.

Article 1 Purpose

The purpose of these GCP 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 list his Products on the Platform. 

Use of the Service is subject to the Professional's acceptance of these GCP and its appendix without restriction or reservation. This acceptance takes the form of a validation click.

Any amendment to these GCP must be notified to the Professionals at least fifteen (15) days before it comes into force.

Article 2 Description of the Service

The Service consists of a set of tools enabling the User to establish contact with a Professional using 3 different sales channels: on-site, takeaway and/or delivery.

The Service enables the Professional :

  • to list themselves and their Products on the Platform;
  • to propose, describe and manage its offers relating to Products;
  • manage and/or accept Orders placed by the User;
  • monitor the relationship with the User using the tools available on the Platform;
  • update the status of orders;
  • automate payment by credit card using a payment intermediary (Stripe, bank, etc.).

Article 2.1 Professional membership of the Platform

When registering on the Platform, the Professional undertakes to communicate:

  • all the information requested on the application form (such as the address of the registered office, company name, RCS number, K-bis number, etc);
  • where applicable, all information relating to KYC (Know Your Customer) in accordance with applicable legislation;
  • full bank details;
  • its intra-Community VAT number ;
  • telephone number ;
  • the name of its legal representative and that of the preferred contact to whom the Operator will give priority

The Professional undertakes to update this information without delay, if necessary.

Professionals exercising a regulated activity and/or dependent on a professional association undertake to take the necessary steps with the said association. The Operator may not be held responsible for any omissions or incorrect procedures relating thereto.

The Professional guarantees the accuracy of the information sent to the Operator and is solely responsible for any errors, omissions or failure to update such information, subject to exclusion from the Platform under the conditions set out in article 9 hereof.

As soon as all the information requested by the Platform has been provided and the technical prerequisites have been validated, the Professional will receive a login and password enabling them to access their Professional Area.

The Professional guarantees the confidentiality of his/her login and password, which he/she undertakes not to disclose to any third party. The Professional will 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 will deactivate access to the Professional Area within a maximum of 48 hours following receipt of this notification. In the event of loss of an identifier, a procedure for allocating a new identifier will be implemented.

The Operator shall provide the Professional with access to his Professional Space, enabling him to monitor the status of Orders for his Products and to manage his catalogue.

This Space must be updated and checked daily by the Professional so that the User can access the information relating to his Order.

By accepting the General Terms and Conditions, the Professional agrees that the Operator may access the Professional's account in order to provide support services and maintenance.

The Operator grants the Professional access to :

  • for the duration of its membership of the Platform and ;
  • for use limited to the needs arising from the performance of these GCP.

This access is personal, non-transferable and non-assignable.

The Professional is personally responsible, at his/her exclusive expense, for the acquisition, installation, maintenance and connection of the various elements of the configuration and telecommunications resources required to access the Platform. The Professional is solely responsible for the proper operation of his/her computer equipment and Internet access.

Article 2.2 Putting the Catalogue online

Once membership has been finalised, the Professional can put a Catalogue of Products / Services online on the Platform.

The Professional may update his Catalogue via his Professional Space whenever he wishes (add/remove products, modify their descriptions, etc.).

The Professional guarantees that he will not present any Prohibited Products for sale on the Platform, on pain 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 another Professional(s); or 
  • via the Professional's presentation sheet, modified in order to adapt it to technical requirements and 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, prices, photographs, etc.) included on the Platform. It is the Professional's responsibility to check the conformity of the information posted online, to validate its accuracy and to detect any errors.

If any inaccuracies, errors and/or omissions of any kind are discovered, 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 Catalogue, it will notify the Professional, who undertakes to make the necessary changes and/or corrections without delay.

The Professional undertakes to resolve all customer disputes arising from this information.

As a host, the Operator is not subject to a general obligation to monitor the information stored or to a general obligation to seek out facts or circumstances revealing illegal activities.

However, the Operator is entitled to delete any information placed online on the Platform by a Professional at the request of a third party on the grounds that it is unlawful and/or infringes the Professional's rights.

Article 3 Access to the service

In addition to accepting these GPC, including the payment services framework agreement provided for in Appendix 1, and any other contractual documents that may be required, the Professional provides a certain amount of administrative, banking and financial information, in particular for invoicing and payment purposes.

The Operator reserves the right not to list the Professional or not to provide him with the Service, in particular if there is no response or if the Professional fails to provide the information requested by the Operator, in particular on his situation, the products sold, the manufacturing processes or any other information, etc.

The Professional carries out commercial transactions from his Professional Space.

Article 4 Transactions between Professionals and Users carried out via the Service

Article 4.1 General obligations of the Professional

The Professional must be a legally capable person. It must be established in France or in one of the countries of the European Union. Transactions carried out 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. Where applicable, the Operator will pass this number on to Users (particularly in the event of poor performance of services, complaints in accordance with article L.113-5 of the French 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 User's informed consent, as defined by the applicable regulations, and in particular where this is necessary under the said regulations:

  • identification details;
  • the essential characteristics of the Products ;
  • general terms and conditions of sale ;
  • after-sales service conditions, including after-sales service;
  • the price of the Products including VAT ;
  • where applicable, the cost of delivery, transport, postage and any other charges;
  • terms of payment, delivery or performance;
  • the terms and conditions applicable to the right of withdrawal (if applicable);
  • the period of validity of the offer and its price.

The Professional guarantees that the information and Products supplied 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 times indicated.

The Professional undertakes not to offer services for which he does not have all the required qualifications (diplomas, training, etc.) and/or administrative authorisations. Failure to do so may result in the Professional being dereferenced.

If an incorrect price is displayed on the Platform, the Professional undertakes to contact the Users concerned within 24 hours of the alert, and to refund the cancelled Orders - subject to the applicable regulations. The Professional shall inform the Operator accordingly.

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 terrorist financing, the law on the circular economy, as well as the laws and regulations incumbent on him in respect of his activity and the Products he offers (such as, in particular, hygiene, safety, manufacturing and storage 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 prohibit a certain number of behaviours.

Accordingly, each Party undertakes to refrain from, without this list being exhaustive :

  • generally to act, permit or authorise any act by the other party or any third party in breach of the anti-corruption laws applicable in France;
  • using any sum of money or other consideration of any kind whatsoever paid for illegal purposes, and in particular for purposes in breach of anti-bribery laws, to help obtain or retain a contract, a procurement contract or any other advantage;
  • offering, promising, giving, soliciting or accepting, directly or indirectly, any advantage whatsoever to or from a civil servant or public official, an enterprise or company controlled by a State or local authority, a political party or any other natural or legal person with the aim of obtaining an undue commercial/financial advantage or influencing any act or decision.

The Professional undertakes to use all necessary means to comply with these obligations.

The Professional undertakes 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 to his situation or to 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 the personal rights or intellectual property rights of third parties, laws and regulations and the brand image of the Operator and/or third parties. Failing this, the Operator reserves the right to temporarily or permanently suspend access to the Service for the Professional concerned.

The Professional communicates all information about himself and the characteristics of his Products. To this end, the Professional undertakes to update this information as soon as possible, and in any event before 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, 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 Product offers he/she proposes, are accurate, respect the rights of third parties and do not infringe public order or morality.

The Professional undertakes to comply with the delivery times announced on the Platform. The delivery period is understood to be the one starting from the validation of the payment by the Operator and expiring on receipt of the Product by the User.

The Professional shall be obliged to provide the Operator, on request, with information relating to deliveries, in particular carrier tracking numbers, means of downloading, etc. The Operator is in no way responsible for the delivery (physical or dematerialised) of the Products. The Operator is in no way responsible for the delivery (physical or dematerialised) of the Products.

The Professional undertakes to issue an invoice to Users that complies with the regulations in force.

The Professional retains full responsibility for his invoicing obligations and the consequences thereof in terms of taxation, in particular Value Added Tax ("VAT"). Where applicable, the Professional undertakes to declare the tax collected when it becomes due and acknowledges that the Operator may under no circumstances be held liable in this respect.

Article 4.2 Promotion from partnership with PIINK TEKNOLOGY

The Professional undertakes, for the duration of his contractual relationship with PIINK TEKNOLOGY, to mention this partnership to the public, in particular by affixing to the outside of the shop a support visible from the window, on the front of the cash desk, etc...

These materials, which reproduce the trademarks or intellectual property rights of PIINK TEKNOLOGY, are provided exclusively by PIINK TEKNOLOGY. The Professional undertakes to use them in accordance with the instructions of PIINK TEKNOLOGY. The Professional agrees not to use other materials or modify the materials provided by PIINK TEKNOLOGY.

Any additional orders for media and/or other related items (pens, paper, etc.) will be invoiced to the Professional at preferential rates.

Article 4.3 Description of operations 

  1. the Professional presents the Products on the Platform via its Catalogue;
  2. the User selects the Product(s) they wish to order,
  3. the User confirms his/her choices, acknowledges and accepts the Professional's general terms and conditions of sale by clicking to confirm;
  4. the User pays for the Products;
  5. Users will receive an e-mail confirming that their Order has been registered;
  6. the Professional shall be informed by the Operator by email and via his Professional Space when a Product has been Ordered by a User;
  7. the Professional confirms the User's Order(s) within a reasonable period of time following receipt of the information;
  8. delivery of the Order, as the case may be.

Article 4.4 Complaints management

As part of the Service, the Operator will receive any comments or complaints and inform the Professional by e-mail or telephone.

Where it has not been possible to complete an Order under the agreed conditions, and in particular in the event of a complaint by the User, the Operator shall use its best endeavours to determine the responsibilities involved and the faults at the root of the shortcomings.

In the event of disagreement, and unless the Professional provides proof to the contrary, the allocation of responsibility made by the Operator is binding on all parties.

Article 5 Classification of Products on the Platform

The Operator undertakes to establish and maintain a stable dialogue with Professionals throughout their commercial relationship.

The Professional's Products are classified according to Product Categories defined by the Professional. The Operator may add, modify or delete Categories.

The User can browse the Platform according to the different Product Categories according to a universe (e.g. restaurants, wellbeing, have a drink, butchers, bakers, fishmongers, wine merchants, markets, producers, food, fashion, florists, medical, real estate, craftsmen, beauty, repairs, 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 relevance to the User's search.

Internet users can then modify the ranking by selecting a different sorting criterion according to :

  • price ("from the cheapest to the most expensive" or "from the most expensive to the cheapest");
  • customer reviews ;
  • the success of products ("best sellers");
  • what's new.

Article 6 Financial provisions

Article 6.1 Product prices

The sale 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 resale at a loss threshold (excluding legally authorised exceptions).

The price of the Products includes :

  • the price of the Product;
  • applicable taxes;
  • transaction payment fees.

In the event of non-compliance with these provisions, the Operator shall take the references concerned offline, so that the Professional can regularise their prices within a period of twenty-four (24) hours. At the end of this period, if the Professional has not regularised the prices of the references concerned, the Professional's entire Catalogue may be withdrawn from the Platform. The Operator then reserves the right to terminate the Professional's membership of the Platform, subject to compliance with a notice period of ten (10) days 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 sale prices are fixed at the time of the Order and are firm.

Article 6.2 Payment by the Professional

Use of the Service requires the Professional to open a payment account with STRIPE, exclusively dedicated to the collection of payments by bank card 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.

Once the User has confirmed that the Order has been placed, the sums stored by the payment service provider in the name and on behalf of the Professional will be transferred to the Professional's bank account (bank details provided when the Professional Space was created) 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.

As transactions are carried out in Euros, Professionals must display 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 whether to pay for their subscription in one instalment at each contract renewal or monthly by direct debit from the bank account provided at the time of registration. The Professional may also choose to pay their subscription via the payment service provider chosen by the Operator.

Any failure to pay a subscription 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 have been agreed with the Professional, the Operator shall not receive any commission on Orders placed.

Article 6.4 Reimbursement of the User in the event of the return of Products 

In the event of the return of Product(s) by a User, the conditions of return and reimbursement are those set out in the Professional's general terms and conditions of sale. The Professional undertakes to implement a returns and refund policy that complies with applicable legislation.

Article 6.5 Late payment

Any sum due, paid after the due date, will entail, thirty (30) days after formal notice sent by registered letter with acknowledgement of receipt has remained without effect, the payment of late payment interest equal to three (3) times the legal interest rate as well as a fixed indemnity for collection costs of forty (40) euros.

Article 7 Assessment of Professionals - Audits

The Operator provides the User with the means to evaluate the Professionals. The contractual conditions applicable to the User stipulate that these evaluations must be carried out in good faith. This information may be consulted by all Users. 

Article 8 Duration and end of the Professional/Operator relationship

These GCP 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 the other Party 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 remains unremedied for eight (8) days after formal notice has been sent. The following in particular shall constitute a breach

  • inaccurate or out-of-date information provided by the Professional ;
  • non-execution or poor execution of a sales and/or services Contract concluded with a User;
  • publication of non-compliant information (and in particular, by way of example: product sheets that do not comply with the Product actually sold, photos of the products/services offered that do not correspond to the products/services delivered, etc);
  • non-payment of a subscription ;
  • placing non-compliant Products and/or Products for which it is not authorised on its Catalogue;
  • in the event of more than (five) 5 bad User returns on the services of a Professional not followed by improvement;
  • non-removal from the Platform of a Product likely to be infringing or proven to be infringing or illegal.

More generally, in the event of the Professional failing to comply with any of its obligations, the Operator may suspend access to the Service, either temporarily or permanently, it being specified that the Operator may only use this option in good faith.

No new transaction may be entered into following a breach that has not been remedied. 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 on the Platform by the Operator for any reason whatsoever must be justified in writing (circumstances, breaches, etc.).

Termination of these GPC shall result in immediate termination by operation of law of the payment services framework agreement, the collection mandate and any online mandates. Termination of the payment services framework 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 French Civil Code. Termination will only have effect for the future, without prejudice to any damages that may be claimed for any loss suffered.

If the Professional's membership of the Platform is terminated for any reason whatsoever, the Professional undertakes to fulfil the Orders recorded before the effective termination of the membership.

Article 9 Intellectual property

All texts, comments, illustrations, works and images reproduced or represented on the Platform are strictly reserved under copyright 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 Trademarks and logos of The Operator, or of all or part of the elements found on the Platform without the prior written authorisation 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 licence to reproduce and represent the content (including reproductions in the form of photographs of the Products) put online by it on the Platform for the performance of its services and for the promotion of its activities on all other media used by the Operator (in particular on social networks).

The Operator grants the duly registered Professional 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 consequently undertakes in particular not to proceed with :

  1. any form of use of the Service and its documentation, in any way whatsoever, for the purposes of designing, producing, distributing or marketing similar, equivalent or substitute services;
  2. adapting, modifying, transforming or arranging the Service and the documentation, for any reason whatsoever, including to correct malfunctions;
  3. any decompilation, reverse engineering or disassembly of the Service, in whole or in part;
  4. any assignment, transfer or rental, whether in whole or in part, whether in return for payment or free of charge, of the Service or of the right of use granted above;
  5. any direct or indirect transcription or translation into other languages of the Service and the documentation;
  6. any modification or circumvention of access codes or identifiers;
  7. placing on the market, whether in return for payment or free of charge, including rental, the Service and/or its documentation by any process or any derivative work.

 Article 10 Combating counterfeiting

The Operator is committed to the fight against counterfeiting.

The Operator undertakes to immediately withdraw from sale any Product found to be counterfeit after becoming aware of it. If a Product is withdrawn from the Platform after it has been sold, the Operator shall inform Users that the Product has been withdrawn 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 may be removed 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 enable them to make a fully transparent assessment of the Products they are considering purchasing.

Article 11 Personal data

Information and data concerning You are processed by the Operator. It is 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 performance, product and service management, Professional account opening and maintenance, collection, combating money laundering and the financing of terrorism, combating fraud, risk management, reporting, provision of payment services, compliance with 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 the GIE CB for card payment acceptance in the CB System, for the purposes of combating fraud and managing any legal proceedings, in accordance with the missions defined in the articles of association of the GIE CB and in order to meet regulatory or legal obligations, in particular in criminal or administrative matters relating to the use of the card.

In accordance with the regulations on the protection of personal data, you may obtain detailed information about this processing and exercise your rights (access, rectification, deletion, opposition, limitation and portability where applicable) and determine the fate of your personal data "post mortem" by contacting STRIPE at the address given in the privacy policy accessible on the website https://stripe.com/fr.

Article 12 Liability

Article 12.1 Professional liability

The Professional is solely responsible for the Products and pre-contractual information relating to the Products that it offers via the Platform and for the performance 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 against all direct and indirect damage suffered by the Professional as a result of the use of the Service. The Professional shall compensate the Operator for all direct and indirect damage suffered by the Operator as a result of the sale of Products by the Operator. In particular, the Professional shall be responsible for the Products sold, including any hidden defects. The Professional shall hold the Operator harmless against any liability action, claim, demand or opposition on the part of any person invoking a prejudice, a right and/or an act of unfair competition originating from the Professional's activity on the Platform which may be brought against the Operator on account of the said Products sold on the Platform and/or the Professional's infringement of any right or rights whatsoever of a third party, including a User, whether this damage results from the Products, from the Professional's use of the Service, or from any other act or omission attributable to the Professional. The Professional shall bear all of the loss suffered, including in particular any damages and interest which the Operator may be ordered to pay by an enforceable court decision, as well as compensation and costs of any kind incurred by the Operator.

Article 12.2 Operator's liability 

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 endeavours to ensure that the servers hosting the services offered are operational 24 hours a day, seven days a week, subject to the occurrence of an event falling within the scope of force majeure, maintenance and servicing periods, updating operations and any exceptional interruptions.

In accordance with Article 6-I, 2 and 3 of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy, the Operator shall not be held liable for any content made available on the Platform, in particular with regard to hypertext links, descriptions of Products or assessments that Users make of the Professional, unless it does not promptly render such content inaccessible after having been informed of its illegality in accordance with the conditions laid down by this law.

Without prejudice to the foregoing, the Operator may only be held liable by the Professional for acts directly attributable to it, in particular as a result of the Service. The Operator shall under no circumstances be liable for indirect damage, it being stipulated that the following constitute indirect damage:

  • loss of data, profit, income or revenue;
  • loss of opportunity to sell its Products;
  • inability to use systems and networks ;
  • loss of goodwill or damage to reputation.

The Operator endeavours to ensure maximum availability of the Service. However, the Professional and the User are aware of the technical hazards inherent in the Internet and the interruptions to 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 on a best-efforts basis. The Operator's obligations and guarantees as defined herein are exclusive of any other guarantee(s), express or implied, legal or otherwise, relating in particular to the condition, performance, suitability for a particular purpose or quality of the Service provided.

In any event, the total amount of damages and interest which the Operator may be ordered to pay to a Professional, for all causes and all losses combined per contractual year, is expressly and globally limited to the amount, exclusive of tax, paid by the Professional during the said contractual year. In all cases, it shall be up to the Professional to provide proof that the Operator's contractual fault is the direct cause of his loss.

It is expressly agreed that the Operator's liability may only be incurred by the Professional for a period of one year from knowledge of the damage, after which all rights are time-barred.

The provisions of this article shall survive any termination and/or extinction of these terms and conditions and shall apply in particular to all transactions entered into by the Professional on the Platform.

The Party claiming 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 request a reduction in damages.

Article 13 Insurance

Each of the Parties declares that it is insured for professional liability.

This insurance shall be taken out with an insurance company known to be solvent and, at the request of the Operator, proof of the policies taken out and proof of renewal shall be provided.

These insurances must be maintained for the duration of the subscription to the Service.

These obligations in no way exonerate the Parties from their responsibilities, which remain liable for any damage attributable to them, the financial consequences of which are not fully or partially covered under their insurance policies, for whatever reason.

Article 14 Confidentiality

The Professional undertakes to keep the terms hereof, and more generally to keep all documents communicated when using the Service and which are not published by the Operator on the Platform, confidential. The Operator may not disclose the content of such documents to a third party without the prior written consent of the other party, except :

  • if the law or a court ruling dictates otherwise;
  • to the extent necessary for the proper performance of the present contract by its servants, managers and advisers.

The Operator reserves the right to keep a copy of the information and data processed as part of the Service for evidential purposes.

The confidentiality obligations defined herein apply for a period of two (2) years from the end of use of the Service for any reason whatsoever.

Notwithstanding the provisions of this article, the Operator may mention its relationship with the Professional in any medium for the purposes of promoting its activities.

Article 15 Miscellaneous clauses

In the event that one or more of the provisions hereof should be or become null and void, of no effect, illegal, unenforceable or inapplicable in any way whatsoever, the validity, legality or application of its other provisions shall in no way be affected or altered. In such a case, the Operator will incorporate a new clause having the effect of restoring the will as expressed in the initial clause, in compliance with the applicable legal provisions and regulations.

The failure of either party to exercise, or the late exercise of, any of its rights, powers or privileges hereunder shall not be construed as a waiver of such rights, powers or privileges. Similarly, any partial or incomplete exercise of any of the rights, powers or prerogatives stipulated herein shall not be construed as constituting a waiver of the full exercise of such rights, powers or privileges, or as constituting an obstacle to the exercise of any other present or future rights, powers or prerogatives pursuant hereto.

Any waiver by one of the parties of any of its rights, powers or prerogatives must be in writing in order to be enforceable against it.

Nothing herein nor any action taken by any of the parties pursuant hereto shall be deemed to constitute a partnership, association or joint venture between the Operator and the 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 limitative, 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. of the French Commercial Code. In accordance with article 1216-1 of the French Civil Code, the Professional expressly accepts that the assignment of the Contract releases the assigning entity for the future.

In the event of an event of force majeure as defined in article 1218 of the French Civil Code occurring during the term of the Contract, the Parties will decide as soon as possible, after notification of the event by one of them, on the measures to be taken and may, where appropriate, decide to suspend performance of the Contract. Correlatively, each of the Parties shall bear the cost of all the expenses for which it is responsible and which result from the occurrence of the event of force majeure. In all cases, the Party affected by the event of force majeure must 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 event of force majeure 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 equipment of the Operator and its service providers, as well as electronic exchanges, shall constitute 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 Service messages, etc.) may be kept and archived by the Operator for evidentiary purposes. In the absence of proof to the contrary, these records shall have the same evidential value as a written document signed on paper, both as regards their content and as regards the date and time on which they were made and/or received.

Unless otherwise specified, deadlines are expressed in calendar days or months.

Article 16 Disputes - Complaints - Mediation

In accordance with the provisions of Article 11 of Regulation (EU) no. 2019/1150, the Operator has set up a complaints handling system aimed at settling disputes between Professionals and itself in an amicable manner.

The Parties undertake to perform these GCP in good faith and to resolve any dispute or difference that may arise as to their performance, 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 taking 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 procedure agreed between 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 law provisions. The Parties expressly agree to exclude the application of the United Nations Convention on the International Sale of Goods (1980) to this Contract and the performance of their obligations, to the extent that such convention is applicable.

Any dispute that cannot be settled amicably will fall within the exclusive jurisdiction of the Courts of Toulouse.

APPENDIX 1: FRAMEWORK CONTRACT FOR PAYMENT SERVICES

The general terms and conditions of sale and use of our payment service provider Stripe are available at the following address: https://stripe.com/fr/legal.