SOFY GENERAL TERMS AND CONDITIONS OF SALE AND SUBSCRIPTION

SOFY is a product marketed by ZEENETWORKS Company.

 

These general terms and conditions of sale and subscription apply exclusively between, on the one hand, SAS ZEENETWORKS, whose registered office is located at 29A LES JARDINS DE HOUELBOURG, registered in the trade and companies register of Pointe-à- pitre under number 822 515 706, hereinafter referred to as “The ZEENETWORKS company” or “ SOFY”

and on the other hand, any natural or legal person acting within the framework of his professional or commercial activity wishing to contract with “The company ZEENETWORKS”,

 

hereinafter referred to as “the Client“ ‘The Merchant’.

Hereinafter referred to collectively as “The Parties” and individually as “The Party”

 

ZEENETWORKS is the holder of the rights relating to an application, called “SOFY” (hereinafter, the “Platform”, available on the website accessible at the following address: www.Zeewifi.com , www.sofy.fr) .that she publishes.

SOFY can be contacted at its postal address as well as at the following email address: [email protected] .

 

The website is hosted by the company VULTR, email address: [email protected] .

 

By accepting, the Merchant hereby acknowledges having read the BUDY T&Cs for users, and accepts them.

 

THIS EXPOSED, IT HAS BEEN ARREST AS FOLLOWS

ARTICLE 1 – DEFINITIONS

“Platform”: refers to the interactive tool offered by the Company, accessible via the website, www.sofy.fr , offered on the iOS and Android platforms.

“Digital Platform” : Application and website.

“Merchant”: designates the company or the professional who has joined the digital platform and who sells his products via the digital platform.

“User”: refers to any natural person, registered or not, who uses the digital platform.

“Customer”: refers to the User who has registered on the platform and who purchases a product from the Merchant. For the purposes hereof, the Customer is a capable natural person acting for non-professional purposes within the meaning of the French Consumer Code.

“Access code”: designates the identifiers and password allowing access to his Profile by the Merchant.

“Profile”: refers to the personal management space dedicated to the Merchant.

“Content”: refers to all audiovisual, textual, sound, graphic, photographic, etc. elements. ; sent, transmitted, distributed, published by the Merchant or on which the Merchant interacts on the Application, in any form whatsoever, and in particular, in text, image, video, audio format.

“Subscription”: refers to the sum paid by the Merchant to the Company in return for the functionality allowing it to create and distribute product offers.

ARTICLE 2 – PURPOSE OF THE CONTRACT

The purpose of this Contract is to set the rights and obligations of the Parties and to define the terms and conditions of the Merchant’s membership of the digital platform.

These general conditions of sale and subscription are intended to define the contractual relationship between SAS ZEENETWORKS and the Customer as well as the conditions applicable to the SOFY offer made by ZEENETWORKS when no specific agreement has been established.

These general conditions of sale and subscription shall prevail over any other general or specific conditions not expressly approved by ZEENETWORKS.

These general conditions of sale and subscription are permanently accessible on the ZEENETWORKS website (www.sofy.fr). ZEENETWORKS reserves the right to modify its conditions of sale and subscription at any time. In this case, the applicable conditions will be those in force on the date of the order by the Customer or the renewal of his contract. It is formally agreed that all tolerances on the part of the company ZEENETWORKS relating to the clauses and conditions contained in this contract, whatever the frequency and duration, can never and under no circumstances be considered as bringing a modification or a deletion of these clauses and conditions, nor as generators of any right whatsoever, the company ZEENETWORKS can always put an end to them. No waiver granted shall constitute novation. By accepting these general conditions of sale, the Customer expressly acknowledges having read the General Conditions of Use and agrees to them.

 

ARTICLE 3 – DURATION OF THE CONTRACT

 

The “SOFY” contract is concluded on the day of dispatch or delivery of these General Conditions by SOFY for an indefinite period with a minimum subscription period of twelve (12) months from the date of subscription by the Customer. . The duration of this minimum period may be longer, depending on the provisions appearing on the Price List and on the Customer’s subscription form.

At the end of the initial period, in order to avoid any discontinuity in the service, the subscription contracts are automatically and tacitly renewed for successive periods of 1 (1) month at the rate in force for the year of renewal communicated by the company ZEENETWORKS, unless terminated by registered letter with acknowledgment of receipt with notice of one (1) month before the expiry of the subscription considered in progress.

ARTICLE 4 – CONTENT OF THE OFFER

The SOFY marketing platform offers merchants ways to optimize their marketing strategy and increase their visibility. To this end, SOFY offers a series of services which are broken down into features available according to the offer subscribed to by the Customer:

 

The SOFY offer includes the following services:

 

THE SOFY-PACK:

 

–Wi-Fi marketing : A WE357 WIFI indoor box. Broadcast Wi-Fi to users. Data collection and analysis, access to the SOFY marketing dashboard. The customer agrees to provide a stable internet connection and a secure power supply. The data collected is stored on our secure servers for 1 year. Connection logs are stored on our server in accordance with the law of June 23, 2006.

 

–Access to SMS and E-mail campaigns : Thanks to their access to the platform, the customer can carry out SMS and E-mail campaigns with the SOFY database or with their contacts.

 

The SOFY database is Optin guaranteed and GDPR compliant, the customer is responsible for its use.

 

THE WEBSITE MODULE:

 

–Domain name: Acquisition of a .fr domain name if available. The domain name will be reserved on one of the hosts approved by SOFY. The name of the host can be communicated to the customer on request. The domain name remains the property of SOFY, the customer will have full use of it throughout the contract.

In case of unavailability of the domain name, SOFY will propose two domain names similar to the main name.

 

– ONE PAGE WEBSITE: SOFY provides the design, production and integration of a 1-page website on one of its shared servers located in Europe. SOFY provides the customer with a 10gb storage space, 1 Mysql database, 1 email address, 1 SSL certificate. A redirection of the domain name reserved for the customer will be set up towards this website. The website is based on a CMS, 1 template or 1 graphic design is offered by SOFY to the customer’s choice and a contact form. the customer is responsible for the publication of the site, the texts and images that he has transmitted to Zeenetworks.

 

– GOOGLE MY BUSINESS (GMB): A Google My Business page is created or integrated by SOFY on behalf of the customer. The latter must communicate the validation code that he will receive by mail from GOOGLE INC or add the SOFY account as an administrator. Access to the dashboard will be given to the customer, who is responsible for publications, moderation and all comments posted by Internet users on his Google My Business page. SOFY cannot be held responsible for comments posted on the client’s GMB page. A Google My business site will be offered to the customer.

 

THE CLICK & COLLECT MODULE:

 

– CLICK & COLLECT ESHOP BUDY: An online sales space, thanks to the SOFY platform and the BUDY application, the Customer can offer his customers to order his products in Click & Collect .

 

ARTICLE 5 – TERMS OF ADHESION TO THE APPLICATION

Articles 5.1. – Conditions of membership

To join the digital platform, the Merchant must:

– Provide the Company with the information required for registration, namely:

o A Kbis extract (containing the name of the company);

o The identity of the manager of the company.

o A bank details.

– Accept this Agreement.

– Appoint an internal referent, privileged interlocutor of SOFY.

The Company reserves the right to delist the offers of a Merchant:

– who no longer meets the membership conditions;

– who does not respect his contractual obligations;

– whose platform membership contract has expired;

– which would be the subject of one or more proven complaints from Customers.

 

If he wishes to benefit from the One page website, the Customer must provide SOFY, for the purpose of creating said site, with the following elements:

• Logo
• Pictures
• establishment address
• Name of the responsible
• K-bis extract
• Description of the Client’s activity
• GDPR Privacy Policy
• If he has one contact the DPO.

ARTICLE 6 – FUNCTIONALITIES OF THE APPLICATION

Article 6.1 – Right to use the Platform

SOFY grants the Merchant, for the duration of the contractual relationship between the Parties within the framework hereof, a non-exclusive, non-transferable, strictly personal license to use the Platform, in return for the payment of the subscription and the subscription fee.

Apart from the rights granted in this article and without prejudice to them, the Merchant is not authorized hereunder to:

– copy, print or transfer all or part of the Platform, or its content

– sell, distribute, rent or sublicense in any way all or part of the Platform, or its content;

– modify the Platform, or its content;

– reproduce or merge all or part of the Platform, or its content in other computer programs;

– compile the Platform, or its content, decompile it, disassemble it, translate it or analyze it, except within the limits authorized by French law;

– use the Platform, or its content for purposes other than its original function.

6.2-SMS campaign

• SMS ordering and delivery

The validation of the order form entails its taking into account immediately after the online payment. In the case of payment by check or bank transfer, SOFY will credit the user’s account after collection. Regarding the sending of SMS , SOFY’s commitment is limited to the sending of SMS. The reception of these will depend on several parameters concerning the holder of the telephone number of the recipient of the SMS:

First, there must be a holder of this telephone number, then the holder must have turned on his mobile phone and be in the network coverage area. The memory of his chip as well as that of his telephone must be sufficiently free to receive the SMS composed by the user. Finally, the holder must respect the conditions of reception of the services provided by his operator or by the manufacturer of his mobile phone. Thus, in the event of non-receipt of the SMS, SOFY disclaims all liability if these conditions have not been respected. It is up to the recipient of the message to read or not the content of the SMS upon receipt. Sending times may vary depending on how busy the SMS sending platform is. Sending the first SMS of the campaign programmed by the customer can take several minutes. Access to SOFY’s services is available 24 hours a day, 7 days a week, provided there is no network failure for the user, or a server failure for SOFY.

The removal of a paid option, or of a support service offered by SOFY will not give rise to any compensation. The user has no right of withdrawal after payment has been made.

Sofy is committed to:

• Respect the legal obligations specific to the secrecy of correspondence sent by means of telecommunication and the violation of which is sanctioned by the provisions of articles L.226-15 and 432-9 of the Penal Code, subject in particular to the provisions of law n ° 91- 646 of July 10, 1991;
• Ensure the security, confidentiality and integrity of the Messages and Personal Data concerning the Recipients communicated by the Customer under the conditions detailed in the “Personal Data” Annex and, where applicable, the applicable Special Conditions;
• Provide the Services and make them accessible 24 hours a day, 7 days a week, except for interruption, scheduled or not, for security, maintenance or force majeure needs.

Before the conclusion of the contract, SOFY will implement the technical means allowing the User to identify the errors made in the entry of data and to correct them. The customer declares to have taken note of the specific characteristics and delivery times of the various Services offered by SOFY.

SOFY’s obligations are obligations of means. In particular, SOFY also undertakes to implement all available means to meet these deadlines, and to report any malfunction to the Customer as soon as possible.

In accordance with the provisions of Articles L 221-8 of the Consumer Code, SOFY informs its Customers of the absence of the right of withdrawal.

By ticking the box “I have read and I accept the general conditions of sale of SOFY”, the Customer acknowledges having read all the provisions of these General Conditions and agrees to submit to them without any reservations.

The Customer also acknowledges having full legal capacity or having the authorization of the authorized person to commit to these General Conditions.

Any costs (Internet connection subscriptions, landline or mobile telephone line subscription, cost of the call to the access number, etc.) incurred by subscribing to SOFY services and using them are the responsibility of Customer’s charge. The Customer guarantees that the data he communicates are accurate and in conformity with reality. He undertakes to update them regularly and to inform the SOFY teams without delay in the event of modification of the data communicated during his registration and, if necessary, to carry out the said modifications himself.

 

• Commitments of the Merchant / customer

The Merchant undertakes to use the service in accordance with the general conditions. The Merchant is solely responsible and solely responsible for the holder of the recipient mobile number and in particular for the agreement of the latter to receive SMS from him. The Merchant expressly undertakes to comply with the following guidelines:

– not to send a message to a recipient who may suffer damage as a result of this sending.

– not to harass in any way whatsoever, mislead the recipient of the SMS, respect the privacy of others. The Customer is solely responsible both for sending the message to the mobile number indicated when ordering and for the content of the messages thus sent, the responsibility of SOFY and its representatives cannot be engaged in this respect.

Advertising by SMS / MMS is possible provided that people have explicitly given their consent to be canvassed, when collecting their mobile phone number.

The Merchant is solely responsible and solely responsible for the holder of the recipient mobile number, and in particular for the latter’s agreement to receive the SMS sent by the User by means of the service covered by these presents, the responsibility of SOFY cannot be sought as such.

The Merchant undertakes to use the service in accordance with the legal and regulatory provisions in force, and in particular morality, public order, as well as the contractual provisions of the recipients’ mobile operators.

 

The Merchant declares and guarantees that the content of its messages broadcast by SMS does not infringe the privacy or the rights of others and may in no way contain writings with a deliberately racist, xenophobic connotation, constituting harassment, defamatory, offensive and more generally contrary to good morals, public order, the legal and regulatory provisions in force in his country of residence and in that of the recipients of the SMS.

The Merchant acknowledges that he may be held liable, in particular in the event of identity theft or non-compliance with these conditions of sale and use.

The Merchant may not hold SOFY liable, even criminally, in any way whatsoever under the laws of any country in which these SMS messages may be consulted.

The Merchant shall reimburse SOFY for all costs relating to damage caused by non-compliance with the rules set out here.

The Merchant must inform its recipients that the “STOP” message must be sent to the number of the SMS received. A recipient does not necessarily know this option. It will therefore be necessary to add “answer STOP for unsubscription”. If this mention is not registered, it could be added automatically. If an additional SMS has to be billed, it will be the responsibility of the User.

 

The massive sending of SMS to the same number, and in particular if the text is identical, can be related to an attempt at “flooding”, flooding of line. An unreasonable use would be to send about fifteen SMS to the same line number within the same short period (1 hour). SOFY (as well as the telephone operators) reserve the right to reject SMS with similar texts for the same mobile line. The transmission of these SMS, their treatment and their storage implying costs, these SMS cannot be refunded.

 

• Sending message

advertising, SMS prospecting, mass SMS sending

The Client undertakes to comply with the recommendations of the Professional Advertising Regulatory Authority (ARPP) with regard to the rules governing advertising campaigns. To this end, the Customer must in particular provide clear and unequivocal, readable and/or audible information allowing:

• specify the identity of the advertiser,
• advertising identification,
• offer a simple way to oppose the receipt of new requests (for example, a non-surcharged telephone number where it is possible to unsubscribe at the end of the message).

The user is solely responsible for the use of sending advertising messages. The Customer is informed that telecommunications operators can block sendings which do not respect the rules defined by the ARPP and/or when fraudulent sms (identity theft, phishing, smishing and others) are detected. Zeenetworks cannot be held responsible for such blockings that telephone operators may implement without prior consultation with Zeenetworks or the Customer.

The Customer also undertakes to use the Services in accordance with national and international regulations, and in particular not to use them to display, send or transmit any content:

• Of a violent nature or likely to undermine respect and dignity for the human person, equality between men and women, the protection of children and adolescents, in particular through the manufacture, transport and distribution of messages of a violent or pornographic nature or of a nature to violate human dignity;
• Who encourages the commission of crimes and misdemeanors;
• Which encourages the consumption of prohibited substances;
• Which causes or may cause discrimination, hatred, violence because of race, ethnicity or nation;
• Which is illegal, harmful, threatening, abusive, constituting harassment, defamatory, abusive, vulgar, obscene, threatening to the privacy of others or likely to offend the sensibilities of certain people;
• Who misleads by usurping the name or corporate name of others;
• Which infringes the rights of third parties such as, without this list being exhaustive, any manufacturing secret, professional secret, confidential information, trademark, patent and in general any industrial or intellectual property right or any other right bearing on protected information or content;
• Including, without this list being exhaustive, computer viruses or any other code or program, designed to interrupt, destroy or limit the functionality of any software, computer or telecommunications tool or constitute spam.

In general, the Customer undertakes to comply with the applicable General Conditions and Special Conditions, not to infringe in any way whatsoever, any third-party rights, not to use or distribute content prohibited by the law and not to interfere with or disrupt the operation of the Services.

The Client acknowledges and accepts that he is responsible for the Data and content created, stored or disseminated within the framework of the use of the Services, excluding any liability of Zeenetworks or its suppliers.

The Customer undertakes in particular to use the Services only with regard to Personal Data concerning the Recipients that he is authorized to process, in compliance with the regulations in force, in particular concerning Personal Data, the collection of the number telephone calls and the prospecting or sending of Messages and, where applicable, with the consent of the Recipient. He also undertakes to make mandatory use of devices allowing the Recipient to oppose the receipt of prospecting Messages or, if applicable, the processing of their Personal Data. An unsubscribe confirmation sms is mandatory on the marketing channel. It is sent automatically from the account sending the marketing message, at the Customer’s expense.

If the Customer becomes aware of a probable or proven violation of this article or the applicable Special Conditions, the Customer undertakes to inform ZEENETWORKS. in writing. Similarly, the Customer undertakes to inform ZEENETWORKS in writing of any request or communication from the competent authorities directly or indirectly concerning the supply or use of the Services by sending a copy of the said request or communication and/or all the information regarding this one.

The Customer undertakes to use the Services only for its own needs and in particular not to resell all or part of the Services, alone or with other services, for the benefit of third parties, except with the express agreement of ZEENETWORKS. The Customer guarantees that the data he communicates are accurate and in conformity with reality. He undertakes to modify his information on his account in the event of a change.

The Client undertakes to guarantee ZEENETWORKS and its suppliers for any direct or indirect damage resulting from the breach of the General Conditions or the Special Conditions applicable by the Customer, in particular any action that may be brought against it, or any complaint that may be filed against it, by a third party, from the fact of the use by the Customer, or under the control of his identifier, of the Services under conditions which do not comply with the General Conditions, the applicable Special Conditions or the law. This warranty covers any sum that ZEENETWORKS (or its suppliers) would be required to pay in any capacity whatsoever, including attorney’s fees and court costs.

The sending of commercial SMS is strictly prohibited during the hours between 8:30 p.m. and 8:00 a.m. on calendar days, all day Sunday and on public holidays. In the event of non-compliance with these legal provisions, the penal sanctions can be heavy, the operator having the possibility of tracing the litigious or questionable numbers. After notification and without proof of supporting documents in good faith with the operator, the latter reserves the right to apply a penalty, the maximum amount of which is 1000 Euros excluding tax per violation noted, multiplied by the number of cases noted.

The Merchant is solely responsible both for sending the message to the mobile number indicated when ordering and for the content of the messages thus sent. SOFY and its representatives cannot be held liable in this respect.

 

 

 

6. 2. Provision of a dedicated space on the Click & Collect Platform

SOFY provides the Merchant with a dedicated space on the Platform, on which the Merchant undertakes to inform, for the benefit of consumers, that this constitutes a substantial obligation under the General Conditions of Use:

– its opening hours;

– its Click & Collect opening hours

– all the information required by French law, and according to the terms provided for therein, in the context of relations between professionals and consumers when concluding a distance selling contract relating to promotional actions, and in particular:

o the essential characteristics and the detailed composition of the Products contained in the baskets offered, in order to facilitate the offer of products on the platform by category.

o where possible, the reference price of the basket in store, in euros (€) and including the amount of value added tax (VAT);

o the price of the basket on the Platform, after reduction, in euros (€) and including the amount of value added tax (VAT); where possible, the discount offered;

o the period within which the Product will be made available and the times at which the consumer may collect it from the Merchant;

o information relating to the identity of the Merchant and its activities and contact details;

o information relating to its GPS coordinates;

o the identification elements of his business (Logo, sign, etc.)

o the mandatory information applicable to promotional actions;

o in the event of the presence of alcohol in a basket, the Merchant will specify this clearly and will indicate all information required by law; when withdrawing the order, the Merchant will carry out the identity checks for which it is responsible;

o any other mandatory legal notice;

 

On this dedicated space, the Merchant may also:

– view its Products for sale in real time;

– add new Products and delete unavailable Products;

– change their banking information;

– view and download invoices.

 

6.3. Announcements and content of product offers by the Merchant on the application

The Merchant is responsible for all content published by him on the Platform.

The Merchant undertakes:

 

– not to publish any content likely to infringe the rights of third parties and/or SOFY, and to refrain from making remarks likely to defame, harass, threaten and/or make use of racially offensive remarks , ethnic or otherwise;

– and, in general, to publish information in accordance with legal and regulatory provisions, which is accurate and up-to-date concerning the Products and their availability.

ARTICLE 7 – OBLIGATIONS OF SOFY

SOFY undertakes, within the framework of an obligation of means, to provide the Services with all the care and skill at its disposal in accordance with the stipulations hereof, the rules of the art, customs and applicable regulations.

 

7. 1-Click & collect

Any contract for the sale of Products is concluded directly between consumers and the Merchant, according to the general conditions of sale of the latter which must be made available to consumers beforehand on the Platform.

SOFY may under no circumstances be held liable for these sales concluded directly between the consumer and the Partner Client.

– Invoicing mandate

The Merchant expressly authorizes SOFY, under the conditions provided for in Article 289, I, 2 of the General Tax Code and the Official Bulletin of Public Finances-Taxes BOI-TVA-DECLA-30-20-10 of January 13, 2014 (n°340-500), to invoice in the name and on behalf of the Merchant consumers concluding sales with the Merchant via the BUDY application, in accordance with the pricing conditions provided by the Merchant on the Platform.

The Merchant retains full responsibility for its obligations in terms of invoicing and its consequences with regard to value added tax (VAT).

The invoicing of consumers will be carried out by electronic transmission, by making it available on the Platform and by sending to the electronic address indicated by the latter, a ticket according to the model appearing in the Appendix hereto.

A copy of each ticket will be sent simultaneously by SOFY to the Merchant by making it available in its dedicated space.

The Merchant will have a period of ten (10) days from this transmission to contest the content; failing this, he will be deemed to have accepted the corresponding invoicing.

The Merchant is informed and accepts that SOFY will use the services of the EASY TRANSAC payment platform for invoicing consumers in its name and on its behalf.

The Merchant understands and accepts the functionalities of the platform. The Company does not guarantee that the functionalities of the platform may be adequate for any particular use intended by the Merchant, who is therefore responsible for verifying beforehand the adequacy of the functionalities provided for his needs.

 

The Company reserves the right to make changes to the presentation, operation or functionality of the platform at any time, without prior notification.

 

 

Article 7.2 – Availability of the Platform

The Company undertakes to take reasonable measures to ensure that the platform is accessible via the Internet 365 days a year, 24 hours a day, 7 days a week, with the exception of cases of force majeure, technical and/or computer difficulties and /or telecommunications and/or maintenance periods (including updates).

 

The Company cannot be held responsible for any unavailability of the platform relating to the Merchant’s Internet connection, its equipment or maintenance operations necessary for the proper functioning of the platform.

 

The Company cannot be held responsible for any unavailability of the platform relating to the IOS or Android download platform for which Apple or Google will be solely responsible.

 

The Company reserves the right to interrupt, immediately and without notice, the Merchant’s access to the platform:

 

1° In order to carry out a technical intervention or for any maintenance operation.

As far as possible, the Company will inform the Merchant beforehand.

 

2° If the Company receives a notice notified by a competent, administrative, arbitration or judicial authority, in accordance with the applicable laws or by a third party and in particular, in accordance with the law for Confidence in the Digital Economy of June 21, 2004.

 

3° In the event of use of the platform contrary to this Agreement.

 

 

 

 

Article 7.3 – Confidentiality and security of access

SOFY undertakes to implement all technical means, in accordance with the rules of the Art, to maintain the integrity, security and confidentiality of access to the Application.

Article 7.4 – Accommodation

 

The Company provides hosting of the platform under conditions of security of access and premises in accordance with the rules of the art.

 

Article 7.5 – Maintenance

 

The Company ensures the evolutionary and corrective maintenance of the platform so as to allow its durability and its availability within the framework of an obligation of means. It also provides the Merchant, at no additional cost, with all platform updates.

ARTICLE 8 – OBLIGATIONS OF THE MERCHANT

Article 8.1 – Relations with the Company

 

Compliance with needs

The Merchant assures that he has read, prior to the acceptance of these presents, the technical characteristics and security devices of the proposed platform, as well as the prerequisites necessary for the use of the platform.

 

The Merchant is responsible for all the equipment (hardware and software) necessary for using the platform via the Internet. The Merchant must regularly update its equipment and internet connection, necessary for the proper functioning of the Application.

 

Information communicated and published

The Merchant guarantees that all the information communicated when joining the platform is correct and undertakes to update it on a regular basis.

As part of the use of the platform, the Merchant undertakes to publish complete, regular and up-to-date information, particularly with regard to product offers, promotions or contests that it creates and manages via the platform. .

 

Use of the App

The Merchant undertakes to use the platform only for the sole purposes referred to in this Membership Agreement and in strict compliance with technical and security standards.

 

The Merchant refrains from transmitting via the platform any Content containing computer viruses or, more generally, programs designed to interrupt, destroy or limit the functionality of the platform or its environment.

 

The Merchant is solely responsible for the Content that it publishes and/or on which it interacts on the Application. The Merchant is prohibited from distributing Content (texts, images, photos, videos, links, etc.) likely to infringe the rights and interests of third parties, contrary to the laws and regulations in force or undermining public order and of good morals.

 

The Merchant acknowledges the possibility for the Company to remove any Content that does not comply with these requirements.

 

The Merchant is prohibited throughout the duration of this Contract plus twenty-four (24) months from developing, marketing, sub-letting or making available to any unauthorized third party the platform covered by this contract or any product or service likely to compete with it.

 

The Merchant undertakes to report to the Company any malfunction affecting the platform or any proposal for improvement/correction that it deems useful in order to make the platform more efficient, effective and adapted to the needs of the Company.

 

SOFY has no obligation to proceed with the changes, corrections and improvements thus communicated by the Merchant.

 

Finally, the Merchant undertakes to respect the image of the Company and its reputation, as well as other Merchants and Customers. He undertakes not to make any statements and/or actions that harm the Company, other Merchants or Customers.

Access codes

 

It is specified that access to the Merchant’s Profile is secured in such a way as to protect, in a permanent manner, with regard to third parties not authorized to take cognizance of it, all the Merchant’s data which are brought to circulate through the systems in the framework of the use of the platform.

 

Access Codes are personal and confidential. The use and preservation of the Access Codes are the sole responsibility of the Merchant, who alone will bear the consequences that may result from their use by third parties who may have become aware of them. The Company shall not be liable for any loss or damage arising from Merchant’s failure to comply with these requirements.

 

In the event of loss or theft of his identifiers, the Merchant undertakes to modify his password or to request its regeneration via the procedure put in place by the Company allowing him to recover his Access Codes as soon as possible. .

 

Backup, security and confidentiality of your data

 

The Merchant assumes full responsibility for the complete and regular backup of its data. The Merchant undertakes to safeguard its data and to ensure the security and confidentiality of said data.

 

Compliance with the regulations applicable to its activity

The Merchant undertakes to comply with the regulations applicable to his activity and in particular, his social and fiscal obligations.

Pursuant to Article 242 bis of the General Tax Code, the Company is required, as a company ensuring the remote electronic connection of people with a view to the sale of a property, to provide information loyal, clear and transparent on the social and tax obligations incumbent on the Merchant who carries out commercial transactions through it.

Thus, the Merchant is informed that he is required to declare his activity and register in the Trades Directory (if craft activity) or in the Trade and Companies Register (if commercial activity), as soon as his activity presents a “professional” nature.

Is considered as a “professional” activity, the activity carried out, as a main or ancillary activity, for one’s own account, for profit and on a regular basis. Habituality means that the activity must be repetitive and must not be an isolated act. However, there is no legal limit below which it would not be compulsory to register.

Furthermore, when the Merchant exercises a “professional” activity, he is required to open a bank account dedicated to this activity, to pay social charges (contributions for health insurance, retirement, family allowances, etc.) and tax (income tax, corporation tax, etc.), to keep accounts and to insure against damage that could be caused to others in the course of its activity.

 

Finally, the Merchant is required to declare to the tax authorities the income generated through the Application.

 

In accordance with article 242 bis of the General Tax Code, the Company will send the Merchant, in January of each year, a document summarizing the gross amount of the transactions of which it is aware and which have been collected through it during the last year.

8.2 – Relations with Customers

 

General Conditions of Sale: The Merchant is responsible for the contractualization with its Customers. He is responsible for the General Conditions of Sale applicable to any purchase made from him by a Customer.

 

In general, the Merchant undertakes to honor its commitments to its Customers, it being specified that the Company cannot be held liable in the event of the Merchant’s failure to fulfill its obligations to the Customer.

 

Compliance with regulations: In its dealings with Customers, the Merchant undertakes to comply with all applicable regulations and in particular consumer law, including the provisions relating to advertisements and promotional offers.

 

ARTICLE 9 – FINANCIAL CONDITIONS

9.1-Prices:

The price of the services provided by SOFY within the framework of the Offer is detailed on the Tariff Sheet, and includes the monthly subscription fees for the service, any commissioning fees.

The Offer gives rise to the payment by the Customer of a monthly lump sum payable in advance, on the 5th of each month, which takes effect from the start of the Offer and the amount of which is specified on the Data Sheet. Tariff. When the Offer is put into service during the billing period, the price is calculated and invoiced in proportion to the number of days between the date the Offer is put into service by SOFY and the end date of the billing in progress.

 

9.2- Changes in prices:

The price changes are applicable during the execution of the Specific Conditions and brought to the attention of the Customer before their application under the conditions provided for herein.

SOFY may be required to make changes to prices, the content of the offer or the characteristics of the services. The Customer will be informed of any modification on

concerning at the latest eight (8) days before its entry into force. The modifications are applicable to the current contract. In the event of a substantial modification (in particular in the event of a price increase), the Customer may, ipso jure, terminate this contract free of charge, without penalties and without the right to compensation, within a period of two (2) months from informing the customer of the modification. To terminate automatically, the

Customer will then have to demonstrate that the modified elements were decisive and

essential in its subscription to the Offer.

 

9.3-Terms of payment:

SOFY periodically publishes a paper or electronic invoice indicating the sums to be paid as well as the payment due date. The breakdown of sums to be paid by SOFY is proof of the transactions or purchases made by the Customer via this service. As soon as the Customer subscribes to an Offer, the monthly billing method automatically applies to all the products and services of the billing account to which the Offer subscribed by the Customer belongs.

Subscription renewals are billed monthly at the then-current rate. Only payments by bank transfer and credit card are accepted. No discount will be granted in the event of early payment. No reason or dispute can justify the non-payment of invoices and in the event of non-payment of these, the company ZEENETWORKS may suspend all orders in progress, without prejudice to any other course of action. In the event of rejection of the direct debit for lack of funds or any other reason, the Customer alone will bear the consequences and will also be liable to ZEENETWORKS for a penalty corresponding to 20% of the amount of the invoice. In the event of late payment and payment of sums owed by the Customer beyond the period set out above, and after the date of payment appearing on the invoice sent to the latter, late payment penalties, of an amount equal at 3 times the legal interest rate calculated on the amount of all sums due

invoiced as well as a fixed compensation for recovery costs of 40 euros, will be due by the Customer in accordance, and this without prior notice.

Additional compensation may be claimed, on supporting documents, when the recovery costs incurred are greater than the amount of the compensation.

 

Article 9.4 – Collection of Click & Collect payments

The Company collects the payments made by the Customers via the platform and pays the Merchant the amount of the transaction minus its Commission, if any, and the commission applied by EASY TRANSAC.

 

– Fees:

The commission applied by EASY TRANSAC is: 1.00% + €0.15 on the amount of the order.

The Company charges a commission, the amount of which varies according to the pricing conditions applied to the value of the order: 0.75%.

 

In return for access to the Service and services allowing the Merchant in particular to create a virtual sales space, create and distribute advertisements, promotions, the Company charges a commission, the amount of which varies according to the pricing conditions applied to the value of the command of : 20% of the sale price.

 

If the Merchant subscribes to the monthly subscription offer, he undertakes to pay the Company a monthly subscription fixed according to the subscribed offer and in accordance with the prices applicable on the day of subscription, as well as commission, the amount of which varies according to the price conditions applied to the value of the order of: 10% of the selling price.

 

 

The first invoice may also include a subscription reminder calculated pro rata temporis from the effective date of the contract.

 

 

The Merchant authorizes SOFY to deduct the amount, all taxes included, of this commission directly from the payment made via the Platform.

 

Invoicing: SOFY will send the Merchant monthly:

– a document detailing the number of orders made during the past month and their amount;

– an invoice corresponding to the amount of the commissions on these orders;

– a summary of the amount to be paid monthly by SOFY, taking into account the amounts due for orders and the amount of commissions.

 

These documents will be issued and made available to the Merchant in his dedicated space in electronic form, which the Merchant expressly accepts.

 

They may be sent by post if the Merchant so requests.

 

– Refunds:

Reimbursement in the event of unavailability of the Products: As specified above, in the event of the unavailability of the Products, the Merchant expressly authorizes SOFY to have the transaction canceled in its name and on its behalf, which corresponds to a substantial obligation of the Merchant under the General Conditions of Use.

 

Where applicable, these operations will appear on the invoice sent to the Merchant.

 

Reimbursement in the event of cancellation of the order by the consumer:

In the event of cancellation by the consumer of an order, via the platform within the time limits indicated in the T&Cs, the Merchant expressly authorizes SOFY to have the transaction canceled in its name and on its behalf and not to not debit the consumer for the price of the order, which corresponds to a substantial obligation of the Merchant under the Contract.

 

 

Reimbursement in the event of return and/or complaint: The Merchant will give, at its sole discretion, a mandate to the ZEENETWORKS Company to reimburse the consumer in its name and on its behalf following a return or a complaint from the consumer. .

 

Where applicable, reimbursements will appear on the invoice sent to the Client Partner.

 

In case of complaint or return, the commission will remain due to ZEENETWORKS.

 

ARTICLE 10 – EARLY TERMINATION

 

Any serious breach by a Party of any of the obligations imposed on it by this Contract, not repaired within seven (7) days of the sending of a registered letter with acknowledgment of receipt, entitles the other Party to unilaterally avail itself of the automatic termination of this Agreement, without prejudice to any damages it may claim hereunder, and subject to compliance with the notice given above. .

 

The termination of the Contract, for any reason whatsoever, entails the deletion, on the effective date of the termination, of all access by the Merchant to the Application.

 

It is up to the Merchant to take, before the deletion of his access to the platform, all the measures necessary to recover his data.

 

The Company reserves the right to remove, unilaterally and without notice, access to the platform of a Merchant who does not comply with this Agreement. This deletion will take effect immediately, without prior notification from the Company.

 

This Contract may also be terminated early, in the event of liquidation or receivership of one of the Parties, in compliance with the legal and regulatory conditions in force.

 

ARTICLE 11 – LIABILITY

 

SOFY is only bound, with regard to the obligations appearing in this Agreement, by an obligation of means.

 

The Merchant is warned of the technical risks inherent to the Internet and the interruptions of access which may result therefrom. Consequently, the Company will not be held responsible for any unavailability or slowdown of the Application.

 

The Company is not able to guarantee the continuity of the platform, executed remotely via the Internet, which the Merchant acknowledges.

 

The Parties expressly agree that the Company cannot be held liable for damages related to the interruption or malfunction of the platform and resulting:

– a decision of the authorities;

– an interruption in the supply of electricity or transmission lines due to public or private operators;

– abnormal or fraudulent use by the Merchant or any other person, requiring the stoppage of the platform for security reasons;

– fraudulent intrusion or maintenance by a third party in the system, or illicit extraction of data, despite the implementation of security means in accordance with current technical data, the Company only supporting an obligation of means with regard to known security techniques;

– the nature and content of the information and data created, transferred and/or communicated by the Merchant. More generally, the Company can in no way be held responsible for data, information, results or analyzes from a third party, transmitted or received through the use of the platform infringing the rights of third parties or which violate in any way the legislation in force;

– a loss or delay in the delivery of information and data, when the Company is not the cause of this delay;

– a malfunction of the Internet network or telephone or cable Internet access networks not implemented by the Company;

– a failure of the hosting servers.

 

The Parties agree that the role of the Company is limited to that of a simple intermediary between the Merchant and the Customers.

 

The Company does not intervene in the contractual relationship between the Merchant and the Customers, does not sell the products and is not the source of the advertisements, promotional offers and competitions organized by the Merchant.

 

The Merchant is solely responsible for the relationship he maintains with Customers, the products he sells, the advertisements he broadcasts and the promotions and contests he organizes.

 

Therefore, the Company cannot be held liable for any damages, of any nature whatsoever, which may be caused to the Customer or to the Merchant in the context of the relationship between the Merchant and the Customer.

 

As such, SOFY cannot be held liable for defects relating to the quantity or quality of the products ordered from the Merchant, nor for any delays in the delivery of the products ordered.

 

In addition, the Merchant assumes full responsibility for compliance with the regulations applicable to its activity and in particular, for compliance with its tax and social obligations. Similarly, the Merchant is solely responsible for compliance with the regulations applicable to advertisements, promotional offers and contests. Consequently, the Company cannot be held liable in this respect.

 

Furthermore, the Merchant is solely responsible for the nature and content of the information it publishes on the platform in relation to its products and its promotional offers. Thus, the Company cannot be held responsible in the event of inaccuracy or falsity of the information published by the Merchant.

 

In general, the Company cannot be held liable in the event of damage or indirect loss, loss of profit or planned savings, loss of income, damage to its image, damage not resulting directly and exclusively from a failure of the ‘Application, nor third-party remedies.

 

In any case, the Parties agree that the total amount of the sums which could be charged to the Company if its liability were to be incurred for any reason whatsoever will be limited to the lump sum of the total amount of the sums actually paid. by Merchant to SOFY, indicated in article 9, during the term and under the terms hereof.

Finally, the Company cannot be held liable for damages of any kind, direct or indirect, resulting from the use of the platform by the Merchant.

 

The Merchant is solely liable for damages of any kind, material or immaterial, direct or indirect, caused to any third party, including the Company, as a result of the illicit use or exploitation of the platform, whatever the cause. and the place where such damage occurred.

 

The Merchant indemnifies the Company against the consequences, claims or actions of which the Company could, as a result, be subject. The Merchant waives the right to exercise any recourse against the Company in the context of proceedings instituted by a third party against it as a result of the illicit use or exploitation of the platform.

ARTICLE 12 – FORCE MAJEURE

 

None of the Parties is considered to have failed or contravened its contractual obligations if it was unable to perform them due to a case of force majeure.

 

Pursuant to Article 1218 of the Civil Code, “force majeure” means any event beyond the control of the debtor, which could not have been reasonably foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate. Are also considered as cases of force majeure, those usually retained by the jurisprudence of French courts and tribunals.

 

If one of the Parties is confronted with a case of force majeure, it notifies the other Party, without delay, by any means, specifying the nature, the probable duration and the foreseeable effects.

 

The Parties shall take all useful measures to minimize their possible damages.

 

If, despite the efforts of the defaulting Party, it is not possible to remedy the consequences of this force majeure and the cause of force majeure persists for a period of more than thirty (30) calendar days, the other Party shall have the right to terminate this Agreement, without any compensation on either side.

 

 

 

ARTICLE 13 – NATURE OF THE RELATIONS BETWEEN THE PARTIES

It is expressly agreed between the Parties that any notion of mandate of common interest is formally excluded from this Contract.

 

In this respect, it is indicated that the law of June 25, 1991, relating to the relationship between Commercial Agents and their Principals, is inapplicable to this Contract, and that no compensation of any kind whatsoever will be due by the Company to the Merchant. upon termination of this Agreement.

 

It is also expressly agreed that the Company has, at no time and under no circumstances, the mandate or power to bind or represent the Merchant, and cannot make any commitment in its name and on its behalf.

 

Each of the Parties agrees not to do anything that could mislead any third party in this respect and not to make any commitment or offer any guarantee on behalf of the other Party.

ARTICLE 14 – RECIPROCAL INDEPENDENCE

 

The Parties expressly declare that they are and will remain, throughout the term of this Agreement, independent business partners, each assuming the risks of its own performance.

 

Nothing herein shall be construed as conferring on either Party the status of employer, employee, representative, agent or mandatary of the other Party, for any purpose whatsoever. .

ARTICLE 15 – LOYALTY AND GOOD FAITH

 

The Parties expressly declare that the conclusion or execution of this Contract does not contravene any commitment previously contracted, in particular an exclusive contract with a third party or an employment contract.

 

The Parties undertake to execute this Contract in good faith and with loyalty and refrain from any practice contrary to fair competition, or likely to harm, directly or indirectly, the interests or the image of the other Party. .

ARTICLE 16 – INSURANCE

 

Each of the Parties declares that it is insured, in particular for professional civil liability, with a reputably solvent insurance company and undertakes to keep all insurance policies up to date, to cover all damage caused to the other Party or to any third party and resulting from the performance or non-performance of the Contract.

 

The Merchant undertakes to provide, at the first request of the Company, a certificate with the name of the company, the number of the insurance policy, as well as the nature and amount of the guarantees.

 

The Merchant also undertakes to notify the Company of any modification, suspension or termination of said insurance policies, whatever the cause, as soon as possible.

ARTICLE 17 – CONFIDENTIALITY

 

Each of the Parties undertakes to consider as confidential, and not to reproduce or disclose, other than for the sole purposes of performance of this Contract, the information provided by the other Party for the implementation and during the execution of the Contract and which, because of their technical, commercial or financial content, should be considered confidential as comprising elements not publicly disclosed and/or purely personal to the disclosing Party.

 

Each of the Parties further undertakes to take all necessary measures to ensure that its personnel, any subcontractors and/or suppliers comply with the confidentiality commitments above.

 

This obligation of confidentiality does not apply to information for which the Party concerned can demonstrate that they were known by it in a manner other than within the framework of this Contract or which is in the public domain.

 

This duty of confidentiality will also not apply when a Party finds itself obliged to provide information in accordance with legal provisions, decrees issued by a public body or court decisions.

 

The obligations of the Parties with respect to confidential information shall remain in force throughout the term of the Contract and for as long after its term as the information concerned shall remain confidential for the Party disclosing it and, in any event, for a period of 2 (two) years after the end of the Contract.

 

 

 

ARTICLE 18 – INTELLECTUAL PROPERTY

The Application is the exclusive property of the Company. The Company is the holder of all the intellectual property rights relating to the platform and in particular, of all the graphic, sound, textual, software elements, including the underlying technology, or of any other nature, making up the platform.

 

The Company grants the Merchant a personal, non-exclusive, non-assignable and non-transferable right to use the platform, for the duration of the Membership Agreement.

 

This concession does not confer on the Merchant any intellectual property rights over the Application or any other protected element made available to it by the Company and cannot be considered as an “assignment” within the meaning of the Intellectual Property Code.

 

The Merchant thus undertakes not to infringe the intellectual property rights of the Company and is prohibited, as such, from reproducing, representing, translating, modifying or distributing, even partially, any element protected by an intellectual property right, in the absence of prior express authorization from the Company.

 

Any reproduction of an element of the platform by the Merchant, without the authorization of the Company, constitutes an act of infringement liable to criminal and civil proceedings.

 

The Company reserves the exclusive right to intervene on the platform to allow it to be used in accordance with its intended purpose. The Merchant therefore formally refrains from intervening or involving a third party on the platform.

 

In addition, the Merchant grants the Company, on a non-exclusive basis, for the territory of the whole world and for the entire duration of this Contract, the right to reproduce, represent and, if necessary, modify, the information and photographs communicated by the Merchant in order to ensure that they are put online, accessible and readable under the best possible conditions.

 

 

ARTICLE 19 – PERSONAL DATA

 

Article 19.1 – Personal data of Customers

 

Each of the Parties remains exclusively and entirely responsible for the processing of personal data that it carries out for its own account.

 

Each Party shall take, as far as it is concerned, all the appropriate measures to ensure the protection and confidentiality of the personal information it holds on the Customers, in accordance with the provisions of the Data Protection Act No. 78-17 of January 6, 1978. amended and Regulation (EU) 2016/679 of 27 April 2016.

 

Article 19.2 – Personal data of the Merchant

 

The Merchant is informed that his personal data is recorded and processed, in compliance with the provisions of the amended Data Protection Act of January 6, 1978 and Regulation (EU) 2016/679 of April 27, 2016, allowing the Company to offer it the various functionalities offered by the platform.

 

The Merchant has a right of access, rectification, erasure and portability of data concerning him. The Merchant also has the right to oppose or limit the processing concerning him and the right to provide guidelines for the fate of his data after his death.

 

These rights can be exercised at any time by simply contacting the Company at the address given at the top of this document. Furthermore, the Merchant may also lodge a complaint with the CNIL (https://www.cnil.fr).

 

The data transmitted by the Merchant is kept for the duration of his

membership of the platform, except legal obligation of conservation.

 

The Merchant’s Personal Data is not communicated by the Company to third parties

and are not used for commercial prospecting purposes, without prior consent

and express from the Merchant.

 

The Company takes all appropriate measures to ensure the security and confidentiality of the personal data processed. The Merchant is informed that his data is hosted on the territory of the European Union.

 

 

Article 19.2 – Processing carried out by EASY TRANSAC:

KYC, recertification, execution of the contract, product and service management, opening and maintenance of Seller accounts, collection, fight against money laundering and terrorist financing, fight against fraud, risk management, reporting, training of Agent, provision of payment services, compliance with applicable regulations.

 

ARTICLE 20 – ASSIGNMENT AND SUBCONTRACTING

 

This Contract has been negotiated and entered into by the Company in consideration of the intuitu personae attaching to the Merchant.

 

Consequently, the Merchant may not assign all or part of its rights and obligations under this Agreement without the prior written authorization of the Company.

ARTICLE 21 – ENTIRE AGREEMENT

 

The stipulations of this Contract express the entirety of the commitments of the Parties. These stipulations replace and cancel any prior oral or written commitment relating to the subject of this Contract.

 

No indication, no document, can generate obligations hereunder, if they are not the subject of an amendment signed by both Parties.

ARTICLE 22 – PARTIAL INVALIDITY

 

The nullity or inapplicability of any of the stipulations of this Contract will not invalidate the other stipulations which will retain all their force and scope. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).

ARTICLE 23 – WAIVER AND TOLERANCE

 

It is formally agreed between the Parties that any tolerance or waiver by one of the Parties in the application of all or part of the commitments provided for in this agreement, regardless of the frequency and duration, cannot be considered as modification. of this agreement, nor generate any right.

 

ARTICLE 24 – PROOF

 

The computerized registers kept in the Company’s computer systems under reasonable security conditions will be considered as proof of communications, orders and payments between the Parties. These registers shall prevail in the event of a dispute between the Parties.

ARTICLE 25 – APPLICABLE LAW AND SETTLEMENT OF DISPUTES

 

By express agreement between the Parties, this Agreement is subject to French law.

 

In addition, the language of this Agreement is French. Thus, in the event that the Contract is translated into other foreign languages, only the French version shall prevail.

 

In the event that a dispute arises between the Parties as a result of the validity, interpretation, execution or termination of this contract, the Parties undertake to submit to the amicable procedure defined below, prior to any referral to the competent court.

 

In order to jointly find a solution to any dispute that may arise in the performance of this Contract, the contracting parties agree to meet within fifteen (15) days of the sending of a registered letter with request for an opinion of receipt notified by one of the Parties.

 

If at the end of a period of thirty (30) days, the Parties were unable to agree on a compromise or a solution, the dispute would then be subject to the jurisdiction designated below. The competent Court may be seized on the initiative of the most diligent Party, express competence being attributed to the courts of the city of POINTE-A-PITRE.

 

 

 

SOFY