TERMS AND CONDITIONS OF USE OF THE MARKETPLACE SERVICE APPLICABLE FROM MAY 9, 2018
Article 1 :
Every term starting with a capital letter means what is indicated in its definition, whether it is singular or plural
- “customer” : indicates any person who buys the Seller Visits on the website through the Marketplace.
- “Patrivia Commission” : indicates the twenty percent commission (20%) T.T.C. included in the Seller Price and owed by the Seller to Patrivia.
- “Patrivia” : indicates the Patrivia company, a simplified joint stock company, with a registered capital of 23,915 euros, and listed on the Register of Commerce and companies of Bobigny under number 822 267 381 and whose head office is situated 12 rue Anselme – 93400 Saint Ouen, which allows the Sellers to use its Marketplace to allow them to suggest their Visits for sale to customers.
- “Seller's Space” : indicates the space made available for the Seller by Patrivia on the Marketplace, accessible from its user name and allowing it to suggest its Visits for sale and to manage the Visits sales.
- “User name” : indicates the Seller's name or the pseudonym that he chose (login name), as well as the confidential code or the password allowing the Seller to have access to its account and to use the Marketplace.
- “Place” : indicated any place with a cultural nature whose Visit is for sale on the website.
- “Marketplace” : indicates the service established by Patrivia on its website allowing the Sellers to sell their Visits and the customers to purchase them.
- “Seller Price” : indicates the price that was freely chosen by the Seller at the time of publication and its Visit suggestion, including the Patrivia Commission.
- “Party(es) : indicates Patrivia and/or the Seller.
- “Visit” : indicates the opening of a place by a Seller for a customer and for sale by the Seller through the marketplace and fulfilling the conditions referred to in article 7 of the General Terms.
- “Website” : indicated the Patrivia website, available at www.Patrivia.net and from which the Marketplace is suggested.
- “Seller” : indicates the professional or unprofessional who uses the Marketplace to sell Visits to the customers.
ARTICLE 2 : OBJECT
The purpose of the General Terms are to specify the conditions and methods under which the Seller :
- – uses the Marketplace suggested by Patrivia
- – suggests its Visits to the customers
- – sells its Visits to the customers
In the absence of any special written agreements, the relationships between the Parties are exclusively managed by the General Terms that are systematically addressed to the Sellers in order to be able to subscribe to the Marketplace and that are available on the website.
Suggesting the Visits on the Marketplace implies the full and entire acceptation of the hereto. Any conflicting stipulation opposed by the Seller will be, except if express accepted by Patrivia, unenforceable.
Patrivia reserves the right to modify at any time the General Terms, while being specified that the ones applicable are the ones who are in effect on the day of the use of the Marketplace by the Seller.
ARTICLE 3 : Description of the Marketplace
The Marketplace allows the Sellers to suggest and sell their Visits on the website and to profit from :
- – a commercial advertising of the Marketplace
- – a management of the transaction by the Seller to the customers
- – an secured online payment
- – a technical management (interfacing and listing the Visits) of the Marketplace
Patrivia acts as a simple intermediary for the purpose of provisioning the Marketplace, allowing the linking Sellers who want to sell their Visits and their customers. Therefore, Patrivia isn't part of the contract which is concluded only between the customer and the Seller, which is the only Seller of the Visits.
ARTICLE 4 : Conditions of eligibility of the Seller
4.1- The Marketplace is a platform said “selective”, this means that Patrivia chooses the Sellers and validates the Visits suggested for sale. Therefore, and in an attempt to be coherent with the other suggested Visits, the Seller is chosen by Patrivia, in function of its Visits, its brand image and if its Visits are complementary of Patrivia's brand image. Henceforth, Patrivia reserves the right to refuse the Visits and/or the Sellers who don't answer to its demands without being responsible for it.
4.2- The Seller:
- – has to be legally capable and properly constituted
- – has to be represented by a person having all power to commit to the General Terms
- – can't have been unsubscribed from the Marketplace by Patrivia in the last 6 months preceding its application.
Furthermore, and in order to be able to use the Marketplace, the Seller commits to give Patrivia, on a simple request of the latter, the following elements :
- – a bank account identification
- – an identity document
4.3- The Seller will inform Patrivia about every modification related to the information in the above. At any time, Patrivia can ask the Seller to communicate without further due and by all means a certificate that proves that he payed off his taxation and social insurance.
Also, the Seller, who certifies that he subscribed to a civil and professional liability insurance covering its activities, commits to give Patrivia, on a simple request of the latter, any documentary proof or certificate, relating to the nature of the risks covered and the regulation of the bonuses. Any modification, suspension or termination of this insurance for any reason has to be notified without further due to Patrivia.
ARTICLE 5 : Subscription of the Seller to the Marketplace/ Management of the Seller's space
5.1- Once on the Marketplace, the Seller clicks on the “suggest a place” tab and fills the page for its information and validates the present General Terms. The access to the services of the Marketplace suggested by Patrivia on the website is then subject to approval by Patrivia on its subscribing. The Seller will receive an email from Patrivia giving him access to the back-office from which he can create his Seller space and also one or multiple pages for the Places, while providing :
- at least one picture of the place(s)
- the description of the location of the Place(s)
- the opening dates and hours of the Place(s)
- the price chosen by the Seller
For the whole time he subscribes to the Marketplace, the Seller has to verify and update regularly the information provided through his Seller Space.
5.2- As a part of its subscription, the Seller commits to provide true information, precise, updated and complete on his identity, as required by the article 6-II of the 2004-575 law of the 21st of June of 2004 on the trust in the digital economy. He also commits not to create a false identity in order to mislead Patrivia or the third parties and not to usurp the identity of another person or entity. The Seller commits to immediately update the information given in case of a modification of them.
5.3- Assuming that the Seller would give false, inaccurate, incorrect, outdated, incomplete, deceitful or misleading information, Patrivia can, immediately and without notice nor compensation, suspend or terminate his subscription and deny his access, temporarily or permanently, to the Marketplace.
5.4- The Seller's Space is accessible for the Seller through his user identification, which are placed under his full responsibility. The latter wills himself to keep them secret and not to disclose them under any circumstances. If one of the elements of the user identification is lost or stolen, the latter has to inform Patrivia withing 24 business hours, who will proceed to annul and/or update his user identification. The saving and the confidentiality of the passwords given to the Seller is under its exclusive responsibility. For that, the Seller has to be sure that after every session he was disconnected from the website, especially when accessing it from a public computer.
The subscription is free (except from the fee payed by the Seller to be able to log into the website) and allows the access of all the suggested services.
5.5- Patrivia reserves the right to decline the subscription of a Seller who had subscribed before and who was unsubscribed, whatever the date of his unsubscribing is.
ARTICLE 6 : Time
6.1- The subscription to the Marketplace is for an indefinite period.
6.2. Except in case of anticipated early termination as expected in article 22 of the General Terms, each of the Parties can terminate the subscription to the Marketplace, only if, for the Seller, all his payed and ordered Visits were done. To end the subscription to the Marketplace, an email has to be sent to Patrivia and Patrivia has to send a receipt confirmation of that email.
ARTICLE 7 : Visits up for sale
Patrivia reserves the right to refuse any Visits that are up for sale for any reason, especially for commercial reasons.
The Seller commits to suggest to sale through the Marketplace :
- – his Visits at the same price of the other average ones, meaning that the Seller's Price must be the same as the public price displayed and prevailed.
- – Visits in accordance with the applicable regulations
- – Visits that will not infringe the right of third Parties.
ARTICLE 8 : Publishing
8.1- The Seller, through his account, gives Patrivia a file, exploitable, including :
- - the totality of the Visits that he wants to be referenced in the Marketplace
- - the complete information necessary for the description of the said Visits and the technical characteristics of the Visits.
- - visual documents of the Visits
- - the state of availability of the Visits
- - the Seller's price associated with each Visit
- - the offer associated with the Visits (precise descriptive, pictures, availability days..)
8.2- Based on the information that he will give, the Seller will create a Visit card destined to be published on the Marketplace. This card will include the information that were requested to the Seller through his Seller's Space and given by the latter.
The cards in relation to the Visits being automatically generated on the base of the information given by the Seller, the latter will be the only one held responsible for any consequences linked to a mistake and/or omission in relation to the information given, towards Patrivia, the customers and/or third parties.
Either way, Patrivia incites the Sellers to reread every card regarding the Visits he suggests.
8.3- The Seller is able, through his Seller's Space, to modify the presentation and/or layout of the Visit cards and the information regarding the Visits (notably the available days, the prices, etc.) Therefore, the Seller commits to update these information regularly and at least once a year to guarantee the liability of the information regarding Visits.
However, Patrivia reserves the right to do any modification if needed.
8.4- The Seller commits to inform Patrivia without any further due of any modification, update, etc regarding the Visits.
For lack of an update of these information by the Seller, Patrivia reserves the right to suspend and/or delete the Visit from sale without being responsible and without the Seller being able to demand an indemnity.
8.5- Patrivia doing a simple formatting of the information and the visual documents given by the Seller, its responsibility can not be committed to these information and/or visual documents.
8.6- The Seller allows Patrivia to use the visual documents of the Visits on every support destined to the promoting and/or the commercialization of the Visits sold on the Marketplace.
ARTICLE 9 : Sale terms of the Visits on the Marketplace
9.1- The Visits are sold on the Marketplace at the price fixed by the Seller in Euros and conforming to the french regulation. The selling process of the Visits to the customers is described in the General Terms and Conditions of sale of the Marketplace.
When the Visits are sold through the Marketplace and that the Seller has set the data correctly, he receives an alert. However, if the Seller did not set the data correctly, he won't be able to receive an alert. Patrivia can not be held responsible in the case where the Seller can not receive an alert because he set the data poorly.
9.2- Patrivia then sends automatically to the Seller in 24 hours from the time the customer made the reservation, through the Seller's Space, the following information : the order reference, the Visitor's data, the day and the hour of the Visit, the number of Visitors, the phone number of the customer, in order to monitor the reservation and for a good communication.
The Seller wills himself not to cancer an accepted order.
9.3- The Seller commits to indicate through his Seller's Space, without further due, and at the latest 24 hours from the reception of the alert informing him about the order, of the potentially unavailability of the ordered Visits.
It is an essential obligation for Patrivia, who cares about its Marketplace's image.
9.4- If the Seller does not give the information in the deadline aforementioned, he gives Patrivia the right to suspend the offer without the conditions of article 21 of the General Terms and/or to terminate the subscription to the Marketplace in the conditions from article 22 of the General Terms and to request the fixing of the damage suffered, the Seller will be the only responsible of the consequences that occur and ensures Patrivia for it. Furthermore, if need be, Patrivia reserves the right to keep the amount of the commission on the canceled order of any order to come.
ARTICLE 10 : Execution of the Visits
10.1- The Terms and Conditions of the execution are settled by the Seller. It is up to the Seller to do the Visits according to the conditions and the terms described in the Visit card published on the website.
He commits to execute Visits strictly conforming to what was ordered and to perform them on the same level of exigence as the one used for the Visits outside the Marketplace.
These terms are crucial to Patrivia and for the Marketplace's image
10.2- Before any effective execution of Visits, it is recommended to the Seller to check through his Seller's Space the state of the Visit to be sure that it has not been canceled or rejected by Patrivia. In consequence, the Seller is the only one responsible for any consequences that occur because of the cancellation and/or rejection.
10.3- It is reminded that the Seller being the only party with a contract concluded with the customer, he is fully responsible for the good execution of the Visit. In case of any prejudice caused to the customer or any third party leading to a damage or in case of an accident affecting the Place, the customer and the Seller can not, in any circumstances, bind the responsibility of Patrivia.
ARTICLE 11 : Right of withdrawal
In accordance with article L.121-21-8 of the Consumer Code, the customer does not have a right of withdrawal.
ARTICLE 12 – Customer's complaints
12.1- Patrivia being only an intermediary and not being a part of the contract concluded with the customers, the Seller will be the only one responsible for any non-conformation, harm caused, and/or damage suffered by the customers during the Visits.
Then, in case of any complaint from the customer, the Sellers commits to manage the dispute directly with the customer, in due course, and to try to find an amicable solution.
12.2- If Patrivia finds that the Seller is not able to manage the costuer's complaints and/or if the suggested solution is contradictory to its trade policy and is then subject to harm its image, Patrivia reserves the right to intervene to the resolution of the complaints and to suggest I : the refund of the Visit(s) and/or II : of holding back the commission.
If need be, the Sellers commits to apply the solution suggested by Patrivia.
ARTICLE 13 : Financial Terms
13.1- The orders made by the customer through the Marketplace are payed by the customer to Patrivia as a trusted third party.
Patrivia then has a billing and payment mandate .
13.2- In return for being able to use the Marketplace and the services provided by Patrivia, the Seller will give Patrivia a commission (the “Patrivia Commission), which is 20% of the amount including all taxes (or TTC), exclusive of the commercial deductions of the price of the Visits sold through the Marketplace.
13.3- The Seller will check by himself, through his Seller's Space, the number and the amount of orders made through the Marketplace and whose amount has been collected through his Seller's Space.
If there's no cancellation of the order by the customer before the Visit, implementing his right of appeal for any reason concerning the Visits, the amount cashed for the Visits by Patrivia will be redistributed to the Seller, by bank transfer, once a trimester, after deduction of the commission that goes to Patrivia, and for which Patrivia will provide an invoice.
If there is a complaint during the date of the redistribution, Patrivia will keep the sums of the order on which a claim was made until it is treated and completed.
In a case where Patrivia was not informed of the cancellation of the order and/or the claim and that the redistribution was made, Patrivia reserves the right to deduce the amount wrongly deposited, on the orders to come. When it comes to the amount of the commission, this remains ever definitely acquired to Patrivia.
13.4- In case of cancellation of the order by the customer, leading to a refund of the Visits, Patrivia will reimburse the customer the amount of the Visit, deducting the possible discounts and/or special offers, the moment they will be informed of the cancellation of the order by the Seller through his Seller's Space.
Hence, the Seller commits to inform Patrivia without further due through his Seller's Space of any cancellation of order, for any reason (cancellation,etc). Failing that, the Seller will be the only one responsible for a lack of reimbursement to the customer by Patrivia and/or of a late reimbursement.
Furthermore, in case of a cancellation for any reason after the deposit of the sums, and/or in case of reimbursement of all or a part of the Visits as a part of the legal and contractual guarantees, Patrivia will deduce from the redistributed to the Seller the amount of the reimbursed sum by the latter to the customer. As for the amount of the commission, Patrivia reserves the right to keep it, especially when the cancellation of the sale is due to something foreign to the Marketplace.
13.5- Patrivia is not responsible for of the potential non-payment of the customer. Hence, the Seller will undertake the risks of non-payments and/or fraud and clears Patrivia of any responsibility for it.
ARTICLE 14 : Constumer Satisfaction / Level of service
14.1- The Seller selling Visits through the Marketplace implies that the Seller conforms to the following levels of service :
- an accident rate of less than 5% per month
- if the Seller does not conform to the levels of service during 3 consecutive months and/or for more that 3 months in a year, Patrivia reserves the right to terminate the Seller's subscription to the Marketplace on the conditions of article 22 of the General Terms without the latter being able to question its responsibility and/or claiming any compensation, for the sake of the Marketplace's image.
14.2- In case of a cancellation rate superior or equal to 5% for three consecutive months, Patrivia will inform the Seller who will have 30 days to rise the rate. After this deadline, if the rate did not rise, Patrivia reserves the right to terminate the Seller's subscription under the conditions of article 22 of the General Terms without the latter being able to question its responsibility and/or claim any compensation, for the sake of the brand image of its Marketplace.
14.3- The Seller can be rated by every customer with whom he has a contract of sale, by the writing of a comment and/or through a scoring system, on the understanding that only a Visit who actually took place will be published. This comment and the score will be published on the public profile of the specific Place.
The Seller will not be able to delete the comment written by the customer himself, but he has a right to respond to it.
The Seller also has a right to report to Patrivia a comment that does not conform to the General Terms by sending an email to Patrivia. Patrivia reserves the right to delete any comment that goes against the current rules (racist, discriminating, contrary to the standards of good behavior or to the public order,etc), in its sole discretion, and to delete any Seller's Space in case of repeated inappropriate comments.
The Visits offers of the Sellers will be ranked depending on the quality of the comments and/or the scores, the frequency of reservation and how long it takes a Seller to answer.
ARTICLE 15 : Patrivia's guarantees and responsibilities
15.1- Patrivia acts as a simple intermediary, and is only in charge of linking the customer to the Seller.
Considering the nature of its activities Patrivia is only obliged, in terms of commitment contained herein, to an obligation of means.
Thereupon, Patrivia has no obligation in regard to the Seller's results, and especially in regard to the development of its activities by using the Marketplace.
Unless otherwise required by law, Patrivia can never be held responsible for any damage caused to the customer by the Seller or to the Seller by the customer. Therefore, the Seller commits to guarantee Patrivia not to be involved if the customer asks for a compensation.
15.2- The Seller is warned about the technical uncertainties of the internet and about the interruption of the internet access that might occur. Therefore, Patrivia will not be held responsible of the possible unavailability or slowdowns of the Marketplace and/or the website.
THE SELLER UNDERSTANDS AND ACCEPTS THAT :
THE MARKETPLACE AND THE WEBSITE ARE MADE AVAILABLE “AS IS”. THEREFORE, PATRIVIA CAN NOT GUARANTEE THE CONSEQUENCES OF THE USE OF THE MARKETPLACE AND/OR THE WEBSITE
PATRIVIA DOES NOT GUARANTEE,NOTABLY, (I) THAT THE MARKETPLACE AND/OR THE SITE WILL MEET THE REQUIREMENTS OF THE SELLER; (II) THAT THE MARKETPLACE AND/OR THE SITE WILL WORK WITH NO INTERRUPTION, SECURELY OR WITHOUT ANY MALFUNCTIONS; (III) THAT THE QUALITY OF EVERY SERVICE, BENEFIT, IN PARTICULAR OF THE SALES AND/OR INFORMATION OBTAINED THROUGH THE MARKETPLACE AND/OR THE WEBSITE WILL MEET THE REQUIREMENTS OF THE CUSTOMER.
The use of the Marketplace and/or the website is at the Seller's own risks.
Therefore Patrivia can not be held responsible for any damage or direct and indirect losses, like loss of profit or economy expected, loss of income, commercial damage, loss of customers, any commercial trouble, loss of the brand's image, suffered by the Seller and/or by any third parties and resulting notably :
a malfunction or an impossibility to access, or poor use of the Marketplace and/or the website because of a non-suitable device, of internet malfunctions of the internet service provider of the Seller, for a network congestion or any other reason ;
for any damaging of information, programs, files or data base after using the Marketplace and/or the website ;
for a loss of data, information, time, opportunity and/or any other indirect damage, linked to using the Marketplace and/or the website; for a case of force majeure or a decision by the authorities ;
the cases of force majeure include, but not limit to, natural disasters, insurrections or civil disorders, acts of terrorism, war or military operations, national or local emergencies, acts or omissions of a government, blockades, embargoes, restrictions, sanctions, or civil orders, civil protection, or military authorities, governmental actions or decree, act of a public enemy, riot or civil conflict, general shortage of transport, of goods or energy, or any other similar circumstances, breakdown of telecommunication networks, social conflicts of any nature, fire, earthquake or flood, strike or other industrial dispute, explosion, pandemic ;
interruption of the supply of electricity or transmission lines due to public or private operators ;
abnormal or fraudulent use by the Seller or third parties requiring the platform to be shut down for security matters ;
intrusion of fraudulent retention of a third party in the system, or the unlawful extraction of data, despite the implementation of security means in accordance with the current data of the technique, Patrivia only having an obligation of means regarding the known security techniques ;
of the nature and content of the information and data created, transferred and/or communicated by the Seller, more broadly, Patrivia can not, in any case, be responsible for data, information, visuals, results or analysis from a third party, transmitted or received through the use of the Marketplace infringing the rights of third parties or who violate on any point the current legislation ;
for a failure of the hosting servers.
15.3- In any case, the parties agree that the total amount of the sums that could be charged to Patrivia if its liability should be incurred for any reason whatsoever will be limited, ALL DAMAGES INCLUDED, to the amount of commission corresponding to the orders incriminated by the problem in question. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ACTION IN RESPONSIBILITY IS ENGAGED IN A CONTRACTUAL OR TORTIOUS BASIS.
ARTICLE 16 : The Seller's guarantees and responsibilities
16.1- The Seller declares and guarantees in particular :
- - to be authorized to make all the Visits and to hold all the rights and authorizations allowing him to sell the Visits on the Marketplace. In this context, he commits to provide Patrivia, upon simple request of it, any documentation to attest to it ;
- - that the offers published online are in conformity with the french regulation and in particular :
- - not to use deceptive marketing practices ;
- - notice the customers all the pre-contractual information required by the Consumer Code ;
- - that the suggested Visits are not contrary to public order and/or morality.
In case of breach by the Seller to one of the statements above, Patrivia reserves the right to terminate the subscription under the conditions of article 22 of the General Terms and/or to unpublish the Visits from the website under the conditions of article 22 of the General Terms without notice and without being held responsible.
16.2- The Seller is bound and agrees to compensate Patrivia for losses and/or damages of any nature whatsoever and in particular resulting from loss of income, damage to its reputation and/or image, arising from their contractual relations and cause by the Seller, his employees, its partners or any other entity mandated by the Seller.
In addition, he guarantees Patrivia against any action directed against it by its fault, and in particular because of violation of the regulation applicable.
16.3- The Seller is solely responsible for its offers, Visits and contracts concluded with the customers through the Marketplace. Hence, he will take all the responsibility relating to the said offers, Visits and contracts (and notably concerning the content of the offers, the quality of the Visits, the training and/or execution and/or non-execution of the contracts.) and guarantees Patrivia of it. Therefore, the Seller commits to release Patrivia's responsibility and to fully compensate Patrivia in case of disputes with the customers, third parties and/or in case of resorting the administrative authorities for non-conformation of the Visits to the regulation or for non-conformation to the regulation related to its activity and to the sale of the Visits (including pricing practices, Hamon law, deceptive marketing practices etc)
16.4- The Seller is responsible for damages of any kind, tangible or intangible, whether direct or indirect, cause to any third parties, including Patrivia, as a result of unlawful use of exploitation of the Marketplace, regardless of the cause or the place of occurrence of this damage.
16.5- The Seller guarantees Patrivia the consequences, claims or actions of which Patrivia could be the subject and therefore commits to intervene spontaneously with Patrivia in the context of any procedure that would be initiated by a customer and that relates to an order made through the Marketplace.
In addition, if necessary, all costs related to such a procedure will be the responsibility of the Seller who obliges.
The Seller waives any right of recourse against Patrivia in the context of lawsuits by a third party against it as a result of the illegal use or exploitation of the Marketplace.
ARTICLE 17 : Intellectual Property
17.1- All items presented on the Marketplace and/or the website are and remain the exclusive property of Patrivia and may not under any circumstances be exploited, reproduced, represented, modified,translated by the Seller without authorization from Patrivia.
Patrivia also remains the sole owner of the models of the Visit cards. Therefore the Seller is also prohibited from exploiting them, reproducing, representing, modifying, translating without authorization from Patrivia.
Patrivia grants the Seller a personal, non-exclusive and non-transferable right to use the Marketplace, the website and the models of the Visits, for the whole time he subscribes to it.
17.2- By accepting the General Terms, the Seller grants Patrivia, on a non-exclusive basis, for the territory of the whole world and for the duration of his subscription as well as for another year after the end of his subscription, the right to reproduce, represent, and if needed, to modify the presentation (photos,texts..) of the Visits suggested by the Seller or to select the information communicated in order to ensure their online release, their accessibility and the legibility in the best possible conditions, of these information.
In addition, he allows, throughout the duration of his subscription as well as for another year after the end of his subscription, Patrivia to use the marks, logos and/or any other distinctive signs to ensure the publication of the Visits on the Marketplace and/or the website and the promotion of the Visits on any medium whatsoever.
17.3- The Seller agrees that in order to publish the offers online, Patrivia resizes the elements provided to adapt them to the website and to bring them in line with its editorial policy.
17.4- The Seller declares and warrants that he holds all rights on the information, visuals, Visits, trademarks, logos, distinctive signs.. allowing him to grant the aforementioned rights to Patrivia that this concession does not violate the rights of third parties.
The Seller agrees to compensate Patrivia of financial consequences and pecuniary damages of any kind (tangible, intangible, direct or indirect) or claims made by third parties resulting from any action or claim that would be directed against him, having for cause the intellectual property rights granted under this.
ARTICLE 18 : Patrivia's Obligations
18.1- Patrivia commits to make every effort to ensure that the Marketplace and the website are accessible 365 days a year, 24 hours a day, 7 days a week, within the exception of cases of force majeure, technical and/or IT difficulties and/or telecommunication and/or maintenance periods.
Patrivia reserves the right to terminate immediately and without notice the right of access to the Marketplace and/or the website :
- In order to carry out a technical intervention or for any maintenance operation
- As far as possible, Patrivia will inform the Seller in advance ;
- If Patrivia receives a notice notified by a competent, administrative, arbitral, 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 21st, 2004 ;
- If the Marketplace is used contrary to these terms ;
18.2- In general, Patrivia commits to implement any technical means, state-of-the-art, to maintain the integrity, security and confidentiality of access to the Marketplace.
18.3- Patrivia reserves the right to make changes in the layout, the functioning or functionality of the Marketplace at any time without notice.
18.4- Patrivia ensures the hosting of the Marketplace and Seller's data in safe access conditions and premises in accordance with the rules.
18.5- Patrivia ensures the evolutionary and corrective maintenance of the Marketplace in order to allow its durability and its availability in the framework of an obligation of means.
The Seller automatically benefits from any update developed by Patrivia on the corresponding version of the Marketplace that he uses.
ARTICLE 19 : The Seller's obligations
19.1- The Seller acknowledges, prior to acceptance of these, the technical characteristics and security features of the Marketplace.
The Seller is responsible for all the equipment (hardware and software) needed to use the Marketplace through the internet. He must regularly update his equipment and his internet connection.
19.2- 19.2 : It is specified that the access to the Marketplace is secure so as to permanently protect it, from unauthorized third parties , all the data of the Seller which are circulating through the systems in order to use the Marketplace.
Notwithstanding the foregoing, the Seller agrees to allow access to the Marketplace only to employees and/or trusted agents and placed under his sole responsibility.
19.3- The Seller commits to use the Marketplace only for the sole purpose referred to herein, and in strict conformity of technical and security standards.
The Seller agrees not to transmit through the Marketplace any content including computer viruses or any other code, file or program design to interrupt, destroy or limit the functionality of any software, computer or telecommunication tool, and this list may include other elements without limitation.
The Seller shall refrain from :
- - the dissemination of context (texts, images, photos, videos, links...) likely to infringe the rights and interests of third parties, contrary to current laws and regulations or violating public order and morality ;
- - the dissemination of advertising for himself or other parties ;
- - to jeopardize the image of Patrivia and/or the Marketplace and/or to denigrate them ;
- - to divert or attempt to divert customers
Le Vendeur reconnaît la possibilité pour Patrivia de retirer tout contenu ne respectant pas ces prescriptions.
The Seller also commits to promptly report any anomaly regarding the use of the Marketplace to Patrivia.
The Seller is aware that the very principle of the Marketplace is for the brands of different advertisers and potentially competitors to coexist, which he recognizes and accepts expressly.
19.4- The Seller takes responsibility for the full and regular backup of his data.
The Seller also commits to ensure the security and confidentiality of such data.
19.5- The Seller is fully and exclusively responsible for the entire contractual relationship with the customer through the Marketplace. In this respect he assumes all the guarantees, claims and consequences of actions initiated by the customer towards the Seller because of the Visits sold through the Marketplace.
The Seller agrees to provide an optimal service, to respond to emails likely to be sent by the customer or the customer service of the Marketplace within a maximum of two business days. The Seller warrants to the Marketplace customers the same attention and the same quality of treatment as stipulated in the Seller's Service Agreement as of the date of signing hereof. The Seller commits to inform Patrivia of any changes in its service commitments. Patrivia reserves the right to suspend the publication of the Seller's offer if these new conditions do not correspond to the quality of service required by Patrivia.
The Seller specifically prohibits the sale of Visits infringing the rights or interests of third parties, public order or morality, current laws and regulations. He guarantees the availability of the Visits sold.
He also commits to describe, as specifically and objectively as possible, the Visits put on sale and prohibits the sale of Visits by using deceptive or misleading representations. In particular, the Seller is prohibited from selling Visits that do not comply with the safety standards applicable in France or in the territory of the location that do not meet Patrivia's ethical, social and environmental requirements.
The Seller is fully and exclusively responsible, regarding the inspection bodies, the respect of all the rules resulting from the law of consumption and the provisions to his Visits if any.
ARTICLE 20 : Confidentiality
Each Party commits to treat as confidential, and not to reproduce or disclose, other than for the sole purpose of performance here-under, information provided by the other Party for the execution and during the implementation of these and which, because of their technical, commercial or financial content should be regarded as confidential as containing elements which are not publicly disclosed and/or purely personal to the party concerned.
This obligation of confidentiality does not apply to information for which Patrivia can demonstrate that has been known by its services in any other way than in the context of relationships between the Parties or which are in the public domain.
This duty of confidentiality will also not apply when a Party is forced to provide information in accordance with legal provisions, order issued by a public body or court decisions.
The obligations of the Parties regarding the confidential information shall remain effective throughout the duration of the subscription to the Marketplace and even after its termination, as long as the concerned information shall remain confidential for the Party disclosing it and, in any case, for a period of 5 years after the end of the contract for any reason whatsoever.
ARTICLE 21 : SUSPENSION
In case of non-compliance with the General Terms and/or the applicable regulations, Patrivia reserves the right to suspend, without notice or compensation and without his liability being incurred, the publishing of the Seller's Visits on the Marketplace.
In addition, if necessary, Patrivia reserves the right to temporarily or permanently suspending the Seller's access to the Marketplace without his liability being incurred.
In any case, in the event of suspension of an offer of Visit and/or if his subscription, the Seller agrees to finalize treating the orders that were still pending at the time of termination and to treat them correctly. In addition, he is required to ensure his after-sale obligations an to follow up on claims.
ARTICLE 22 : Termination
22.1- Any failure of a Party to meet any of the obligations imposed by the General Terms, not fixed under a period of 7 days from the sending of a registered letter with a receipt confirmation, gives the right to the other Party to unilaterally terminate the registration without prejudice to any damages and interest to which it may be entitled here-under, and subject to compliance with the notice above.
22.2- Notwithstanding the foregoing, it is specifically agreed that Patrivia may terminate the Seller's subscription to the Marketplace at any time without prior notice in the following circumstances :
- - Seller's failure to meet the level of service defined in Article 14 of the General Terms ;
- - Seller's failure of communicating the information specified in article 4.2 of the General Terms ;
- - Serious and/or repeated failures of the Seller ;
- - Non-compliance with the applicable regulations ;
- - Jeopardy to the image and/or the reputation of Patrivia or of the Marketplace.
22.3- Termination for any reason results in the removal, on the effective date of the termination, of any access by the Seller to the Marketplace.
It is up to the Seller to take, before his access to the Marketplace is removed, the necessary steps to recover his data. The Seller acknowledges and agrees that his data is, in any case, automatically deleted by Patrivia 15 days after the termination.
Except in case of termination for misconduct, the termination shall not give the right for any compensation for the benefit of any of the Parties.
Finally, in case of termination for whatever reason, the Seller agrees to finalize treating the orders that were still pending at the time of termination and to treat them correctly. In addition, he is required to ensure his after-sale obligations an to follow up on claims.
ARTICLE 23 : Personal Data
23.1- Patrivia informs the Seller that his data is recorded and have been declared to the CNIL under no. 2018282 in accordance with the provisions of the Data Protection Act no. 78-17 of January 6, 1978.
Therefore, the Seller has, at any time, the right to access, modify, rectify, delete, limit the processing or removal of its collected data, as well as the right to the portability of his data simply by contacting Patrivia.
The data given by the Seller are kept for the entire duration of his subscription to the Marketplace.
23.2- It is specifically agreed between the Parties that the customer information is the property of Patrivia. Therefore, the Seller is not allowed to contact the customers other than by their email address, of soliciting them and/or to attach advertising or commercial documents during the delivery of the Visits.
The personal data of the customer communicated to the Seller in order to ensure a good follow-up of the order and for the good purposes of the communication of the Seller can not be used by the Seller for other purposes.
ARTICLE 24 : INDEPENDANCE
The Parties declare that they do not intend to form any company or legal entity and that any form of “affectio societatis” like any sharing of results are formally excluded. The Parties are independent contractors and none of them has the power to act as an agent or employee of the other, or any other status and does not have the right, expressed or implied, to engage the other in any way whatsoever.
Thus, the Seller acts on a hoc basis and entirely independently and enjoys complete freedom in the organization of his work. He will perform his obligations without being placed in a state of subordination.
The provision, if necessary, of material or intangible items to the Sellers by Patrivia can not question this independence.
Each Party will bear the cost of the charges and expenses related to the tasks and responsibilities he is responsible for. Each of the Parties will be personally responsible for any taxes, contributions, fees, duties that he owes as an independent trader, individual, association, foundation or public institution, so that the other Party will never be sought as such.
ARTICLE 25 : Subcontracting
Patrivia is entitled to use subcontractors for the performance of all or part of the obligations here-under.
The Seller is allowed to subcontract all or part of the services that he is responsible for. In this case, he is strongly committed to the respect of the present ones by his subcontractors and commits to respect the applicable legal provisions.
ARTICLE 26 : Change in the legal situation – Cession
The Seller specifically forbids himself from assigning or transmitting in any way whatsoever the rights and obligations arising from here-under without the prior written consent of Patrivia, including if such cession results in a cession from a location owned by the Seller.
No modification of the legal status of Patrivia, such as a transformation, a merge with other legal persons, absorption, transfer of Patrivia's business to a third Party, may terminate the subscription, which will continue between the Seller and the person who might have the rights of Patrivia, under the same conditions as those defined herein, without Patrivia being liable to any compensation against the Seller.
ARTICLE 27 - Abandonment – Tolerance
It is formally agreed between the Parties that any tolerance or abandonment of one of the Parties in the application of all or part of the commitments provided for herein, whatever the frequency or duration may have been, could not modify the General Terms, nor generate any right whatsoever..
ARTICLE 28 : Applicable Law – Relevant Courts
The General Terms are subject to the French legislation.
The Parties shall endeavor to settle amicably any dispute relating to the validity, the interpretation, execution or termination of this contract.
Otherwise, the Parties agree to bring the dispute before the Paris Commercial Court.