Preamble

 

The PROCSEA platform (the "Platform") provides a workspace enabling a seafood supplier (a "Supplier") to join or create an integrated professional digital space, transparent and shared inventory management and business activity with respect to the stakeholders of the various commercial and logistical ecosystems in which it participates (the "Ecosystems").

 

The Platform is published by PROCSEA FRANCE, a simplified joint stock company with a capital of € 500,000, whose registered office is located at:

  • 4 rue Jean Lemaistre

  • 35000 Rennes,

  • registered under the number 820 559 110 RCS Rennes ("PROCSEA").

It is accessible from the website whose address (URL) is www.procsea.com (the "Site"). The service provided by PROCSEA is strictly limited to the supply of the Platform, which must be used in accordance with the present Terms and Conditions of the PROCSEA Platform.

 

The various parties (wholesalers, buyers, carriers, suppliers or other professionals) to whom an organizer takes the initiative to give access to the Platform (the "Promoter") constitute an Ecosystem. A Promoter may organize several Ecosystems. The Promoter that constitutes an Ecosystem, as well as the professionals that it invites to join said Ecosystem by opening access to it in accordance with Article C (Access to the service) below, are referred to as "Users" or "Partners".

In particular, the Platform enables the tracking and control of the origin of the seafood products marketed within each Ecosystem (the "Products"), as well as possibly, as and when they become available, the following functionalities: their storage, conservation or delivery, the exchange of consents between Users, invoicing, payments, import or export or any other operation or provision of services" ("Services") directly or indirectly relating to the transfer of Products, whether free of charge or against payment, between Users. All these operations are carried out by the latter, under their sole responsibility and in accordance with the rules and conditions set forth in the Ecosystem Operating Rules enacted by the Promoter, to which all Ecosystem Users declare and acknowledge that they are subject.

IN ORDER TO USE THE SERVICE, THE PROMOTER AND ITS PARTNERS MUST UNCONDITIONALLY AND UNRESERVEDLY ABIDE BY THESE TERMS AND CONDITIONS OF USE (THE "CONDITIONS"). THIS ACCEPTANCE IS MATERIALIZED BY A VALIDATION CLICK WHEN REGISTERING ON THE SERVICE. BY ACCEPTING THE CONDITIONS, A CONTRACT IS FORMED BETWEEN PROCSEA ON THE ONE HAND AND THE USER ON THE OTHER HAND.

The Conditions stipulate the conditions of access to the Site and use of the Platform proposed by PROCSEA. We invite you to read them very carefully. The Conditions are applicable to the Promoters as well as to all its Partners. Access to the Service may be refused, suspended or deleted to any Promoter or Partner not respecting the Terms. Such refusal, suspension or deletion may take effect immediately, without the need for prior notification. If You disagree with all or part of the content of the Terms, You must immediately leave the Platform and stop using the Service. Your use of the Platform constitutes Your unreserved acceptance of the Terms. You therefore acknowledge that You have read and accepted the Terms without reservation when You register on the Site.

PROCSEA acts as a transparent intermediary of the Users. As such, PROCSEA's only role is to promote collaboration between professionals who are members of the Ecosystems through the Site and the Platform. This collaboration aims to promote the fluidity of commercial exchanges of Products and Services within the Ecosystems. From a contractual point of view, the User whose Product or Service is purchased by a Buyer and the said Buyer therefore contract directly with each other. As such, Sellers carry out a sales activity whose income is taxable for tax purposes and must be declared to the competent authorities. In no case PROCSEA can be held responsible for a false or misleading declaration, or for the absence of declaration. It is up to each Professional to obtain and keep the appropriate fiscal and social status that will allow him to sell a Product or a Service and to receive the Price in accordance with the rules of law applicable in France. The invoice, in case it is issued by PROCSEA, will be issued in the name and on behalf of the Seller whose Product or Service is sold, within the framework of an invoicing mandate. In no case will it be issued by PROCSEA on its own account. In the event that the User would not have entrusted PROCSEA with an invoicing mandate, it will be up to the User to issue, under its own name and for its own account, an invoice to the Buyer. Within this framework, PROCSEA intervenes only as a technical platform of setting in relation and in the only interest of the Professionals. PROCSEA does not intervene in the contract concluded between the different parties and/or third parties, and therefore cannot be considered as a party to the said contract. The rules relating to the Invoicing Mandate appear in article E (Invoicing Mandate) hereafter.

The Conditions are and remain applicable from the first use of the Services provided on the Site or by the Platform. Please read these Terms and make sure you understand them. By using the Services, you agree to be bound by these Terms. If you do not agree with the terms of these Terms, do not use the Services. We invite you to regularly check these terms, knowing that each use of the Services is subject to the version of the Terms then in force. PROCSEA reserves the right to modify or supplement these Terms at any time and without prior notice. It is up to the Users to regularly consult this page in order to be aware of possible modifications and new information brought.

In addition, you may not access the Service if you are our competitor, unless you have our prior written permission. In addition, you may not access the Service for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

The User may at any time consult the Conditions on the Site and the Platform, reproduce them, store them on his computer or on another medium, send them by e-mail or print them on paper in order to keep them.

A. Interpretation

1. The definitions and rules of interpretation set forth in this section apply to these Terms.:

"Account" means the virtual space assigned to each User of the Platform.

"Agent" means PROCSEA which has received a billing and collection mandate from a Professional in accordance with the terms of Article E below.

"Business Day" means a day that is not a Saturday, Sunday or public holiday in France.

"Buyer" means any User who purchases a Product or Service as part of an Ecosystem on the Platform.

" Classification" designates the list and the characteristics of the Products and Services which can be the object of commercial operations between Buyers and Sellers on the Platform, published and updated by PROCSEA and appearing on the Site and the Platform.

"Digital Tablet" means a mobile electronic device that provides communication functions such as access to the Internet, and most often in its computer or multimedia functions.

"Documentation" refers to the documents that PROCSEA makes available to Users via the Site or the Platform or at any other Web or e-mail address, and which, in particular, describes the Services and the related instructions for use.

"Ecosystem" means together the Promoter and the Partners whom the Promoter has invited to integrate transparent and shared collaboration, inventory management and commercial activity with respect to the various stakeholders.

"Ecosystem Operating Rules" means the body of rules enacted by a Promoter to govern the relationships between itself and the various Partners within an Ecosystem.

"Geolocation" refers to a technology that makes it possible to determine the location of a User with a certain degree of accuracy, using the GPS system or the communication interfaces of a Smartphone or a Digital Tablet.

"Identifiers" refers to the User Data entered at the creation of an Account, making it possible to validate the identification of a User.

"Our" or "We" means PROCSEA.

"Partner" means the Professional, invited by a Promoter to join an Ecosystem, who opens an Account on the Platform.

"Parties" means the Users on the one hand and PROCSEA on the other hand.

"Principal " indicates the Professional who gave a mandate of invoicing and collection to PROCSEA in accordance with the terms of article E hereafter.

"Platform" means the "Procsea" Platform, downloadable and executable from the operating system of a fixed or mobile electronic device, such as a computer, Smartphone or Digital Tablet that allows connection to the Internet.

"PROCSEA" means PROCSEA FRANCE, a simplified joint stock company with a capital of € 500.000,-, whose registered office is located at 4 rue Jean Lemaistre - 35000 Rennes, registered under the number 820 559 110 RCS Rennes.

"PROCSEA SELL LITE Module" designates the module of the Software allowing the operations of purchase and sale on the Platform as well as their payment.

"Products" means the seafood products covered by the Classification in force on the Platform.

"Price" means the price to be paid by the Purchaser to acquire the Products and/or Services, in accordance with the prices exclusive of tax indicated on the Site.

"Professional" refers to the User (wholesaler, buyer, carrier, supplier or other professional), natural person or legal entity, who habitually carries out a commercial, industrial, craft or liberal activity in the marketing of the Products and/or Services and who has the necessary professional qualifications for this purpose.

"Promoter" means the Professional who takes the initiative to invite its Partners to join an Ecosystem by opening an Account on the Platform.

"Purchase Order" means the Purchase Order issued by PROCSEA and accepted by a Promoter to allow the latter to access the Platform and the Ecosystems.

"Seller" means the seafood supplier that has sold a Product or Service as part of an Ecosystem on the Platform.

"Service" means the Ecosystems access service offered by PROCSEA to the Users, described in section D of these Terms.

"Services" means the services relating to the Products, such as fishing, conservation, logistics, falling under the Classification in force on the Platform.

" Site " designates the website https:// www.procsea.com created and operated by PROCSEA.

"Smartphone" means the mobile electronic device that provides communication functions, such as telephony or access to the Internet, and most often in its computer or multimedia functions.

"Software" means the online software applications that We provide as part of the Services.

“Terms” or “Terms and Conditions” means these terms and conditions.

"User" or "You" or "Your": refers to any person who connects to the Site or Platform and accesses the Service by creating an Account and becoming a Buyer or Seller within Ecosystems.

"User Data" means the billing data or other information that has been entered by the User, as well as the Geolocation data of the Parties transmitted to PROCSEA by the Smartphone or the Digital Tablet of a User, in order to use the Services or to facilitate the use of the Services.

"Virus" means any item or device (including software, code, file or program) that may : prevent, hinder or otherwise compromise the operation of any computer software, hardware or network, telecommunications service, equipment or network, or any other service or device ; prevent, hinder or otherwise compromise access to or the operation of any program or data, including the reliability of any program or data (whether by altering, tampering with or deleting the program or data in whole or in part or in any other way); or impair the user experience, including worms, Trojan horses, viruses and other similar items or devices.

2. The titles of the articles do not affect the interpretation of these Terms and Conditions.

3. Any reference to a company shall be construed as a reference to any company or legal person of any other type, regardless of its place and method of incorporation or establishment.

4. Words in the singular include the plural and vice versa.

5. Any reference to one gender carries with it a reference to the other gender.

5. Any reference to a statute or legislative provision shall be construed as a reference to that statute or legislative provision as in force at the relevant time, taking into account any amendment, extension or re-enactment, and shall include any enactment derived therefrom, as in force at the relevant time.

6. Any reference to written form includes fax but not e-mail.

7. References to Articles are to the Articles of these Terms.

B       Purpose of the contract

1.            The purpose of these Conditions is to define the conditions under which Promoters and their Partners may constitute and access Ecosystems through the Platform.

2.         As a condition of your use of the Site, Platform and Services, You represent and warrant that :

  • a. you are 18 years of age or older. If You are under the age of 18, You may use the Service only under the supervision of a parent or legal guardian. By using the Service, You warrant that You are of the age of majority and have full legal capacity. You also warrant that You are a Professional, duly registered and licensed as such with the appropriate authorities;

  • b. you are using the Services as a Professional and not as a private individual, and you, therefore represent and warrant that:

  • you hold the minimum level of professional qualification and, if necessary, academic credentials required to practice the profession that you state at the time of your registration for the Service, your position as Developer, Buyer and/or Seller, as well as at the time of any subsequent modification of your Account;

  • if you are a Buyer and/or Seller, that you are a professional Buyer and/or Seller, duly registered and approved as such with the competent authorities;

  • you have full and complete ownership of the Products and/or Services that you market (or the written agreement of the Owner to offer the Product and/or Service on the Platform) and that you have full legal capacity to offer the Product and/or Service for sale;

  • that applicable law does not prohibit you from providing and/or using our Services; you have all rights and authorizations necessary for the purchase or sale of the Products and the performance of the Services on a regular basis;

  • you have subscribed a "civil liability" insurance policy covering in particular your civil liability within the framework of your Services and the purchase or the sale of the Products as well as any damage likely to be committed by you to the Customer and to third parties, the responsibility of PROCSEA of being able to in no case to be called into question because of an attack to the Customer and to the third parties;

 

  • you will not attempt to use the Services with indexing robots, spiders, data mining or extraction tools or any other means for the same purpose;

  • your use of the Site, Platform and Services will comply at all times with these Terms ;

  • you will only conduct transactions in accordance with the letter and spirit of these Terms;

  •  you have the right to provide all information that you submit via the Site and Services, and such information is accurate, true, current and complete; and

  • you will update and correct the information you have submitted via the Site and Services, and ensure that it is accurate at all times (outdated information will invalidate your account).

 

3.            Subject to your compliance with the terms set forth in these Terms, we hereby grant you the non-exclusive and non-transferable right to use the Services.

 

4.            During your use of the Services, you agree not to, and will not allow Users or third parties to, store, disseminate, transmit or access any Viruses, files or documents whatsoever that :

  • are illegal, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive ;

  • facilitate an illegal activity ;

  • depict sexually explicit images;

  • encourage unlawful violence;

  • discriminate on the basis of race, gender, color, religious belief, sexual orientation, disability or any other illegal activity; or

  • harm any person or place.

 

5.            You agree not to, and will not allow Users or third parties, except to the extent permitted by applicable law not subject to exclusion by agreement between the parties, to :

  • attempt to copy, modify, reproduce, create derivative works from, frame, imitate, republish, upload, post, transmit or distribute all or part of the Software in any form, medium or by any means; or

  • attempt to decompile, disassemble, reverse engineer or otherwise reduce all or any part of the Software to a human-perceivable form; or

  • access all or part of the Services for the purpose of developing a product or service that competes with the Services or the Platform; or

  • use the Services to provide services to third parties, except to the extent expressly stated on the Site; or

  • license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services, or otherwise make the Services available to others, other than you or Authorized Users;

  • attempt to obtain, or assist third parties to obtain, access to the Services and/or Documentation in any manner other than as provided in this Section C ;

  • use the Services in a non-professional manner.

 

6.            You may not use the Service: (i) in any manner that causes, or is likely to cause, interruption, damage, or impairment of the Service, or (ii) for fraudulent purposes, or in connection with a crime or illegal activity, or (iii) to cause distress, nuisance, or anxiety.

 

7.            PROCSEA reserves the right to deny access, terminate an Account, remove or edit content if you are in violation of applicable laws, these Terms of Use or any other terms, conditions, guidelines or policies of PROCSEA.

 

8.            The User, when a natural person who uses the Service on behalf of a legal entity, declares and guarantees that he or she has all powers and qualities to validly commit the said legal entity and, in particular, to offer a Product on the Site, to make valid Offers or to conclude sales. Where applicable, the User is fully aware that he will be personally, directly and fully committed by the use that he will make of the Service, and that he will assume all the consequences, in particular with regard to other Users, third parties or PROCSEA.

 

10.          You shall use all reasonable efforts to prevent any unauthorized access to or use of the Services and, in the event of any unauthorized access or use, you shall promptly notify us.

11.          PROCSEA makes every effort to ensure the availability of the Site and/or the Platform 24 hours a day and 7 days a week. However, it may happen that the access to the Site and/or the Platform is interrupted in particular within the framework of maintenance operations, upgrades or updates, emergency repairs, or due to circumstances beyond the control of PROCSEA. PROCSEA undertakes to take all reasonable measures to limit such disruptions, insofar as they are attributable to PROCSEA.

12.          The User acknowledges and accepts that the Platform and the Site are provided by means of the Internet and/or mobile networks and, consequently, that factors beyond the reasonable control of PROCSEA may affect the quality and availability of the Platform and the Site.

By using the Platform and the Site, the User accepts all the risks and characteristics inherent in the use of mobile terminals and the Internet, in particular possible technical malfunctions of the Internet and mobile telephone networks preventing the proper operation and/or functioning of the Platform and the Site, computer bugs, anomalies and/or technical failures, transmission delays, data loss and hacking risks.

Consequently, PROCSEA will not be held responsible for the availability, timeliness, security, and quality of all or part of the Platform and the Website, of any software or associated application or of any other product, service or information obtained via the Platform or the Website.

In no case PROCSEA will be held responsible for any loss or damage, direct or indirect, of any nature whatsoever, resulting from the use and/or downloading of the Platform and the Site, or any of their elements, by the User.

Moreover, PROCSEA will not be held responsible at any time for the bad execution or the non execution of a transaction of purchase or sale of Products or a Service, in particular in case of accident or other damage caused (physical accident, material damage among others) to a User or to third parties. The definition and execution of the Service are the exclusive responsibility of the Users. It is up to the Users to comply with all applicable legal rules and, in particular, to proceed, under their sole responsibility, with all declarations and all payments of charges, taxes or duties.

In the provision of the Service, PROCSEA is only bound by a simple obligation of means and in no way by any obligation of result.

Users are reminded that in its capacity as content host and in accordance with article 6 of the Law for Confidence in the Digital Economy (LCEN: law n° 2004-575 of June 21, 2004), PROCSEA has the obligation to :

  • Hold and to keep data likely to allow the identification of any person having contributed to the creation of a content diffused through the Site and the Platform, the judicial authorities being able to require the communication of the aforesaid information.

  • Withdrawing stored or retained information, or making it impossible to access it, when PROCSEA is aware of its manifestly illicit nature.

 

 

C       Access to Service

1.            Opening of Promoter Accounts. After acceptance of the terms and conditions of the purchase order issued by PROCSEA and of the present terms and conditions, the Promoter can open an Account and an Ecosystem from the administrator interface of the Platform. The administrator interface also allows to edit and customize the Ecosystem Operating Rules applicable to each Ecosystem and to invite Partners to join the considered Ecosystem by opening an Account.

2.            From a single Account, a Promoter can create as many Ecosystems as needed.

3.            The opening of an Ecosystem is conditional to the implementation of Ecosystem Operating Rules. These rules must be accepted by all Partners who will join the Ecosystem in question when opening their User account.

4.            Opening of User Accounts. In addition to acceptance of these Terms, access to the Service is subject to the opening of an account on the Site. To do so, you must provide the data allowing your identification. When opening this account, You commit Yourself to provide only accurate information, then to inform PROCSEA without delay of any change affecting them, by using the contact form

5. The application process to benefit from the Service offered by PROCSEA is as follows:

  • The User creates an Account on the Site to become a member of an Ecosystem. Where applicable, Suppliers may invite their Partners to become members of one or more Ecosystems and open a single account on the Site. Registration is free of charge.

  • The User must be a Professional. He or she shall provide information describing his or her identity, qualifications and expertise (including in particular the following information : Surname, first name, email address, telephone, profession, RCS registration number, VAT number, as well as the Services offered (The Professional ticks the Products he buys or sells and the Services he provides, as the case may be, which are visible on the Site). He may download photographs in the format and definition indicated on the appropriate page. He must comply with the identity verification procedure set up by PROCSEA.

  • The User communicates to PROCSEA the information relating to his identity, address and bank details.

  • To use the Service, you must use the Identifier and password created when you opened your account. The User undertakes not to use an Insulting Identifier, contrary to public order or morality, infringing the rights of third parties, laws and regulations and the image of PROCSEA. The User will not, for example, adopt an Identifier that infringes a registered trademark, a corporate name or any directly or indirectly nominative data.

  • The User undertakes not to create or use other Accounts than the one initially created, whether under his own identity or that of third parties. Any exemption from this rule will have to be the object of an explicit request from the User and of an express, preliminary and specific authorization of PROCSEA. The creation or use of new Accounts under its own identity or under aliases or pseudonyms or under the identity of third parties without having requested and obtained the authorization of PROCSEA may result in the immediate suspension of the User's accounts and of all the Services.

  • User is responsible for maintaining the confidentiality of his or her Account and passwords, for restricting access to his or her computer, and to the extent permitted by applicable law, for all activities conducted under his or her Account or password. You must take all necessary steps to ensure that Your IDs and passwords remain confidential and secure, and must notify us immediately if you have reason to believe that Your IDs and/or passwords are known to someone else, or if the password is being used or is likely to be used in an unauthorized manner. You are responsible for the validity and completeness of the information you have provided to us, and must notify us of any changes to such information. You can access and change your information and account settings in the "Your Account" area of the Site. In case of loss, misappropriation or fraudulent use of your Identifier and/or password, You agree to immediately notify PROCSEA using the contact form.

  • It is the responsibility of all Users to take all appropriate measures in order to : (i) protect his or her own data and/or software stored on the computer equipment that he or she connects to the Site, against any attack (ii) be able to assess whether he or she is in the presence of an obvious error with regard to the information displayed on the Site (by sending an e-mail via the contact form so that any useful verification can be carried out, in order to correct the erroneous information if necessary.

  • Promoters, Buyers and Sellers must identify themselves as such when opening their Account. PROCSEA reserves the right not to contract with any User. It is the responsibility, if necessary, of any User to make it his business to comply with any regulation (in particular commercial, social, fiscal or customs regulations) which would be applicable to him and to subscribe to any declaration and to pay any tax, duty or levy for which he would be liable, without PROCSEA's responsibility being called into question in this respect.

  • You will be responsible for the effective reception of e-mails sent to you by PROCSEA, in particular by setting up your electronic mailbox so that e-mails sent from an address in <@procsea.com> are perfectly routed to your inbox.

  • Within an Ecosystem, the User selects the Professional and the Products and/or Services he wishes to acquire. This selection and the payment of the Price of the Service and/or Products form a contract between the Buyer and the Seller under the conditions set forth in Articles D.6 and D.7.

  • After the delivery of the Product and/or the execution of the ordered Service, the Professional or, if necessary, PROCSEA acting in the name and on behalf of the Professional, sends the Customer the final invoice, if necessary after allocation of the effective consumption of ancillary services and after deduction of the deposit. The final invoice is payable immediately.

6. Subject to your compliance with the terms set forth in these Terms, we hereby grant you the non-exclusive and non-transferable right to use the Services.

D.      Description of the Service

1.         The Service consists of a set of tools allowing Promoters and their Partners to register on the Site, to constitute or join an Ecosystem.

 

2.         In order to comply with the fishing and trade rules applicable to seafood products, as well as the requirements of product traceability, only Products and Services that conform to the Classification may be the subject of commercial operations on the Platform. The Promoters and Users can propose to PROCSEA to add such or such Product or Service to the Classification by sending an email to info@procsea.fr. PROCSEA reserves the possibility to give a favorable or unfavorable answer to the said suggestion, without having to justify it.

 

3.            A Seller or a Buyer must necessarily be a subscriber to an Ecosystem in order to access the buy-sell interface of the considered Ecosystem.

 

4.            By submitting a Product or Service for sale on the Platform, the User represents and warrants that he or she has full and complete ownership of said Product or Service (or the written agreement of the Owner to offer the Product on the Site) and has full legal capacity to offer the Product or Service for sale.

 

5.         In particular, Users shall refrain from offering for sale, selling and/or buying, directly or indirectly, Products or Services that are not included in the Classification, as well as from using information to which they have access via the Platform to buy or sell such Products or Services. Users undertake to inform PROCSEA without delay if they notice the online offer of such Products or Services.

 

6.         The commercial offers related to the Products are validly issued within an Ecosystem by means of the "PROCSEA SELL LITE" module. Offers may vary in real time, in price and/or volume, according to inventory variations or other market parameters. The Products and Services are offered for sale at the Prices and conditions indicated in real time on the Platform. The Offers may therefore be modified or withdrawn, depending on developments and in particular changes in stocks or other market parameters. In the event that it is impossible to serve the Buyer at the Prices and Conditions initially indicated, the Seller shall inform the Buyer without delay, as well as of the new applicable Prices and Conditions. Buyer may, if it so wishes, conclude the purchase on these new terms or waive the purchase. The sale and the acquisition are complete only when they have been confirmed in the same terms by the Buyer and the Seller.

 

7.            The sale of the Product or Service, if it takes place, is between the Buyer and the Seller directly. Neither the delivery of the Product to the Buyer nor the delivery of the Price to the Seller, nor any other element of the sale of the Product falls within the scope of the Service provided by PROCSEA. They will take place according to the terms and conditions determined directly between the Supplier and the Buyer and under their sole responsibility. PROCSEA limits its service to the supply of the Platform. PROCSEA is in no way buyer or seller or reseller of the Products offered by the Suppliers through the Service. Thus, the Products purchased through the Service cannot be taken back or exchanged by PROCSEA and are not subject to any warranty, express or implied, on the part of PROCSEA.

8.            Subject to Your compliance with these Terms, We will provide You with the following services:

a. access to the Site or the Platform, allowing the collaboration between Promoter and Partners, the purchase and sale of Products and Services;

b. where applicable, other tools and services provided via the Site and by our programming interface ("API") made available via the Site or the Platform.

E.      Invoicing mandate


1. Mandate

The Principal entrusts the Agent who accepts, with the power to draw up in his name and on his behalf, all original, initial and/or corrective Invoices relating to the Products sold and Services performed by the Principal via the Platform.

This Mandate is drawn up in accordance with the regulations in force and in particular with the provisions of Articles 1984 et seq. of the French Civil Code and Articles 242 nies, I and 289 I-2 of the French General Tax Code.

2. Term of the mandate.

The Mandate takes effect on the date of its acceptance by the Professional. It is concluded for an indefinite period.

Throughout the term of the Mandate, the Principal is prohibited from contacting another agent to perform the same operation with regard to the services provided via the Site and/or the Platform.

The Principal may revoke the Mandate at any time, without any particular reason, by registered letter with acknowledgement of receipt addressed to PROCSEA.

In this respect, it is reminded that the conclusion of the present Mandate is a condition of use of the Site. Consequently, its revocation will lead to the closure of the account of the Professional.

In the same way, the closure of the account of the Professional for any reason whatsoever results in the revocation of the present Mandate.

Regardless of the cause of revocation of the Order, the Order may only be terminated once the last Product ordered or the last Service ordered has been delivered.

3. Compensation.

The Billing Mandate is part of the Services provided by PROCSEA. It does not give rise to any additional pricing or billing by PROCSEA.

4. Obligations of the Agent.

The Agent undertakes to issue the Invoices in the name and on behalf of the Principal, in accordance with the information given by the latter.Les Factures seront émises dès que le Produit et/ou la Prestation seront commandés par un Utilisateur. Elles seront adressées à ce dernier par voie électronique.

The Agent shall also simultaneously provide the Principal with a copy of all Invoices it issues in its name and on its behalf.

The Agent undertakes to ensure that the Invoices are marked "Invoice issued by PROCSEA in the name and on behalf of ___ [name of the Professional - Identification of the Professional's company if applicable - VAT number of the Professional]".

In the event of a request for rectification of the Invoice on the part of the Principal, the Agent undertakes to issue a rectifying Invoice without delay.

With regard to the numbering of the Invoices, the Agent undertakes to use a chronological and continuous numbering sequence, separate for each Principal or the numbering that the Principal will indicate to it so that the Invoices fit into the sequence used by it for the invoices that it issues itself.

5. Obligations of the Principal.

The Principal acknowledges that it retains full responsibility for its legal and tax obligations in terms of invoicing with respect to the original initial and/or rectifying Invoices issued in its name and on its behalf by the Agent, in particular with respect to its VAT declaration and payment obligations.

In particular, the Principal is solely responsible for determining the rules applicable to invoicing and for transmitting the required information to the Agent so that it can issue Invoices that comply with the applicable regulations, these rules depending on the place where the provision of services is deemed to be made and the regime to which the Photographer is subject.

Likewise, the Principal remains liable for the VAT due when it is wrongly invoiced.

Therefore, the Principal expressly undertakes to :

  • provide the Agent with a complete list of the information that must appear on the Invoices as required by the applicable regulations in force;

  • declare to the tax authorities the VAT collected at the time it is due;

  • pay to the French Treasury the VAT mentioned on the Invoices pursuant to this Agreement;

  • claim immediately the duplicate of the Invoice if it has not been submitted by the Agent within the time limits and under the conditions specified herein;

  • report any change in the information concerning the identification of his company.

In accordance with the provisions of Article 242 nonies Annex II of the General Tax Code, the invoices issued within the framework of the present agreement will not need to be formally authenticated by the Principal.

Nevertheless, the Principal benefits from a period of fifteen (15) days to contest the information contained in the Invoice issued in his name and on his behalf and to request the rectification of the same from the Agent. In the absence of a dispute within this period, the Invoice is deemed to have been accepted by the Principal.

 

 6. Amendments to the Mandate.

Any amendment to these Terms of Reference shall be concluded in the same form by any person duly authorized to do so by the Parties.

  

7. Law applicable to the Mandate and jurisdiction.

This Mandate is subject to French law.

The Parties undertake to make an attempt at conciliation before any recourse to a judge.

Any dispute relating to their formation, conclusion, interpretation and/or execution of the present Mandate shall fall within the exclusive jurisdiction of the courts within the jurisdiction of the Rennes Court of Appeal (France).

 

F.      Obligations of Sellers and Partners

1.            The Seller shall be solely responsible for the proper performance of its obligation to inform the Purchasers of the essential and accessory characteristics of the Product and/or Services and, where applicable, of the Price and the evaluation of the shipping and insurance costs. It is solely responsible for the description, existence and substantial and accessory qualities (including, where applicable, the origin) of the Products/Services it offers for sale. The Seller undertakes to provide complete and transparent information in accordance with all the obligations incumbent upon him. He guarantees PROCSEA against any claim from Buyers and/or third parties relating to the Product and/or the Services.

2.            The Promoter gives an undertaking and guarantees as needed that its Partners will accept and implement these Terms and Conditions as well as the Operating Rules applicable to the Ecosystem(s) to which the Partners belong.

 

G.      Personal data

1.            When using the Platform, the Users can inform, deposit or hand over certain information, documents, materials and other data to PROCSEA (the "User Data"). These User Data are the exclusive property of their owner. You hereby grant PROCSEA a non-exclusive, worldwide, royalty-free license to use, process, access, modify, display, copy and store the User Data to provide the Service to you and to allow you to share the User Data or to interact with other Users, distribute and publicly perform and display the User Data as directed by Users or as permitted by Users through the Platform.

2.            For complete information on how personal data is processed, Users are strongly invited to consult and refer to PROCSEA's Personal Data Use Charter.

 

H.      Third-Party Providers

You acknowledge that the Services may allow you to, or assist you in, accessing content on third party websites, corresponding with third parties, and purchasing products and services from third parties through third party websites, which you do at your sole risk. We make no representations or commitments, and shall have no liability or obligation of any kind with respect to the content or use of, or any dealings with, such third party websites, or any transactions or contracts you enter into with such third parties. Any contract entered into and any transaction conducted through a Third Party Website is between you and the relevant third party, without our being a party to it. We recommend that you review the terms and conditions of the third party website and its privacy policy before using it. We do not endorse or approve the Third Party Websites or the content of Third Party Websites made available via the Services.

If necessary, PROCSEA will ensure that any failure is notified to the third party provider. PROCSEA will use its best efforts to consider any claim or request for compensation against the third party provider, without creating an obligation towards the third party provider. PROCSEA is under no obligation to satisfy such claims.

 

I.       Intellectual property, copyright and database protection

1. The general structure, as well as the texts, images, drawings, graphics and any other element composing the Platform, the Site and the Services are the exclusive property of PROCSEA. The present Conditions do not entail any transfer of intellectual property rights attached to these elements and the User undertakes not to infringe upon them.

Thus, any total or partial representation, reproduction, modification, translation, distribution or exploitation of data, creation of products derived from the Platform, the Site or the Services by any process whatsoever, without prior written authorization of PROCSEA is strictly prohibited and constitutes an infringement pursuant to articles L.335-2 and following of the intellectual property code.

You acknowledge and agree that We and/or Our licensors own all intellectual property rights on the Site, the Platform, the Services and the Documentation. Except as expressly provided herein, these Terms do not grant you any rights to any patents, copyrights, databases, trade secrets, designs, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Materials.

2.            Similarly, the term "PROCSEA" is a registered trademark, property of the PROCSEA company.

The present General Conditions of Use do not imply any transfer of the intellectual property rights attached to this brand and the User or the Participant commits himself not to infringe on it.

Thus, any total or partial reproduction of this brand as well as any total or partial representation of this brand, carried out on any support without the express prior written authorization of PROCSEA are prohibited, in application of the article L.713-2 of the code of the intellectual property.

 

3.            You may not systematically extract and/or reuse parts of the content of the Site or the Service without our express written permission. In particular, you must not use a data mining robot, or any other similar data collection or extraction tool to extract (in one or more times), to re-use a substantial part of the Site, without our express written consent. You must also not create and/or publish your own databases that would include substantial parts of the Site or part of the Site or the Service without the express written consent of PROCSEA.

4.            All graphics, logos, page headers, buttons, scripts and service names included or made available through the Site or the Service are trademarks or visuals of PROCSEA. PROCSEA's trademarks and visuals may not be used for products or services that do not belong to PROCSEA, or in any manner that is likely to cause confusion among Users or customers of PROCSEA, or in any manner that disparages or discredits PROCSEA. All other trademarks not owned by PROCSEA that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by PROCSEA.

 

5.            Subject to compliance with these Terms and payment of all applicable amounts, PROCSEA grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Service. This license does not include any right to use the Service or its content for sale or other commercial purposes; to collect and use any product listings, descriptions, or prices; to make any derivative use of the Service, the Site or its content; to download or copy account information for another merchant; or to use any data mining, robots, or similar data gathering or extraction tools.

 

6.            All rights not expressly granted to you in these Terms are reserved and remain with PROCSEA or its licensees, suppliers, publishers, rights holders, or other content providers. No element of the Service or the Site or all or part of them must not be reproduced, copied, sold, resold, visited or exploited for commercial reasons without the express written authorization of the company PROCSEA.

 

7.            You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form). You may not use meta tags or any other "hidden text" utilizing PROCSEA's name or trademarks without our express written consent.

8.            You must not misuse the Service. You must use the Service as permitted by law and by these Terms and Conditions. The licenses granted by PROCSEA will terminate if you fail to comply with these Terms and Conditions.

 

9.            PROCSEA respects the intellectual property of others. If you believe that one of your intellectual property rights has been used in a way that could give rise to a fear of infringement of these rights, please contact us using the Notification Form.

 

10.          You grant us the non-exclusive, irrevocable, royalty-free, worldwide right and license to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and submit, as well as to sublicense through multiple tiers of sub-licensees, the materials and content provided by the User under these Terms, and any other Intellectual Property Rights necessary and/or desirable, in our reasonable opinion, to provide the Services via the Site and/or through any other form, medium or technology, for as long as necessary and as we deem necessary to perform our obligations under these Terms. In addition, you agree that we may use your name and/or a photograph representing you in our marketing and advertising materials as an example of a current customer of the Platform, the Site, the Platform and the Services, unless you choose to deviate from this by changing your settings on the Platform or the Site or by notifying us by email to info@procsea.fr.

11.       You represent and warrant that you own or have the necessary rights to the content you post; that, as of the date of transmission of the content or material: (i) the content and material is accurate, (ii) use of the content and material provided by you does not violate any of PROCSEA's procedures or guidelines and will not cause injury to any person or entity (including, without limitation, that the content or material is not defamatory, discriminatory or infringing). You agree to indemnify PROCSEA in the event of a third party action against PROCSEA in connection with the content or material you have provided, except in the event that PROCSEA may be held liable for failing to remove content that has been notified to PROCSEA by means of the Notification Form if such action is based on the cause, foundation or origin of the content you have provided.

12.          If you believe that your rights have been violated, you can fill out the Notification Form. We will respond promptly to rights holders and their representatives who complete the Notification Form to inform us of any alleged infringement.

Upon receipt of a Notification Form, we may take appropriate action, including removal of any information or publication. However, such action shall be taken without prejudice to any liability on our part and without prejudice to the exercise of our rights, actions and defenses. In addition, by submitting a Notification Form, you grant PROCSEA the right to use, reproduce, modify, adapt, publish, translate, create derivative works, and disclose its contents by any means of communication, anywhere in the world. This also includes the transfer of this form to the parties involved in the alleged infringement. You agree to indemnify PROCSEA against any and all third party claims against PROCSEA arising out of, or in connection with, this notice.

J.       Obligations of the Users

1. You undertake to:

 a. comply with all applicable laws and regulations with respect to your customary delivery of Products and/or Services to other professionals and with respect to any use of the Services;

b. ensure that Authorized Users use the Services and Documentation in accordance with the Terms; and

2. The following activities are prohibited on the Platform, the Site and the Services and constitute an express violation of these Terms:

a. transmit information or content that :

  • violate applicable law (including, but not limited to, intellectual property law, privacy law, image rights, libel and slander);

  • contain Viruses or malicious programs; or offer unauthorized downloads of copyrighted, confidential or private information;

  • have the effect of impersonating a person;

  • contain chain letters of any kind; or are deliberately inaccurate, fraudulent or falsify information related to your PROCSEA account; or

  • are protected by copyright, trademark or other protected right, without the express permission of the owner of the copyright, trademark or other protected right.

b. perform or attempt to perform any of the following activities:

  • Access data that is not intended for you, for example by logging into a server or account that you are not authorized to access;

  • Analyze or monitor the Services for data collection purposes to track sales, usage, aggregate information on business proposals, pricing information or similar data;

  • analyze or test the security or configuration of the Site or violate security or authentication measures; or

  • disrupt the service provided to any user, in any way whatsoever, including, without limitation, by transmitting a Virus to the Platform, the Site or any Service, or by attempting to saturate the Platform, the Site or the Services or to subject them to attacks of the "flood", "spam", "mail bomb" or "crash" type.

c. use one of the following means:

  • use framing or framing techniques to anchor content on the Platform or the Site without our express written permission;

  • use the Site, the Platform or any of the Services to advertise or solicit PROCSEA, for commercial, political or religious purposes, or to compete with PROCSEA, directly or indirectly; or

  • use the Site, the Platform or any of the Services, to incite users or other third parties to become users or partners of other online or offline services, in actual or potential, direct or indirect competition with PROCSEA.

d. engage in any of the following activities:

  • alter or disrupt the proper functioning of any part, page or area of the Platform, the Site or any of the Services provided by PROCSEA;

  • take any action that imposes an excessive load on our Services or that imposes, or may impose, an unreasonable or disproportionate load on our servers or any other part of our infrastructure (at our sole discretion) ;

  • resell your access to the Site or Platform or use it for any other purpose; access, monitor or copy any content on the Platform, the Site or any of the Services using "robots," "spiders," "scrapers," or other automated means or any manual process, for any purpose whatsoever, without our express written permission;

  • violate the restrictions of the Robot Exclusion Protocols on the Platform or the Site, or take or circumvent other measures implemented to prevent or limit access to the Site or any of the Services;

  • create deep links to any part of the Site or any of the Services without our express written permission;

  • create hyperlinks to the Site or any of the Services from any other website without our initial and continuing consent; or

  • act in an illegal or malicious manner against the business interests or reputation of PROCSEA or our Services.

3             Users can send critics, comments or any other content; send e-mail messages or other communications, and submit suggestions, ideas, questions or any other information, so long as such content is not illegal, obscene, abusive, threatening, defamatory, libelous, infringing of intellectual property rights, or harmful to third parties or objectionable and does not consist of or contain computer viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any other form of "spam". You may not use a false e-mail address, impersonate any person or entity, or lie about the origin of a credit card or content. We reserve the right (but not the obligation) to remove or edit any content.

4.            If you publish any content (including but not limited to text, photographs, video, etc...) or any other material, and unless we indicate otherwise, you grant : (a) PROCSEA, free of charge, the transferable and sublicensable right to use, reproduce, modify, adapt, publish, translate, create a derivative work from, distribute, display such content worldwide and in any media; and (b) PROCSEA, its sub-licensees and assignees the right to use the name used with such content, if they choose to do so. No moral rights are assigned under this clause.

You agree that the above assigned rights are irrevocable for the entire period of intellectual property law protection associated with such content or material.

K.      Costs

1.            Some Services are currently provided free of charge, therefore we do not charge you for their use. Other Services may give rise to the payment of a fee to PROCSEA. The Services giving rise to the payment of a remuneration to PROCSEA are those indicated as such on the Site or the Platform. The Services which do not mention any indication of  a price are free.

2.            We reserve the right to charge you for any part of the Services that we subsequently decide to charge you for, subject to providing you with reasonable notice and provided that you continue to use the relevant functionality of the Services.

3.            You may be required to pay for Additional Services under the terms and conditions set forth in this Section and on our Site. If so, please visit our Site for more information about the amounts payable for the Additional Service (the "Subscription Fees") and the term of the subscription (the "Subscription Period"). The provision of certain Additional Services may be provided by third parties and may be subject to other terms and conditions.

4.            In order to purchase Paid Services, you must submit correct, current and complete information about your bank account (including but not limited to: Account Holder, IBAN, BIC, Domiciliation) or credit card, which is acceptable to us, and any other relevant, correct, current and complete contact and billing information, and you hereby authorize us to debit said bank account by way of a SEPA transfer or credit card: a. on the date you order the Paid for Service or on the date on the Order Form (the "Effective Date") or as soon as possible thereafter, in respect of the Subscription Fees for the initial term of the Paid for Service (the "Initial Subscription Term"); and b. subject to your right to terminate the Additional Services, at the end of each Subscription Term, in respect of the Subscription Fees for the next Subscription Term.

5.            In the event that we have not received your payment within 30 calendar days of the due date, without prejudice to our other rights and remedies: a. we may, without liability to you, disable your password, User IDs, Account and access to all or part of the Services, and we shall have no obligation to provide all or part of the Services while the invoice(s) concerned remain unpaid; and b. we may, without liability to you, disable your password, User IDs, Account and access to all or part of the Services, and we shall have no obligation to provide all or part of the Services while the invoice(s) concerned remain unpaid; and c. we may, without liability to you, disable your password, User IDs, Account and access to all or part of the Services, and we shall have no obligation to provide the Services. the amounts due shall bear interest at an annual rate equal to 10% above the European Central Bank (ECB - EBC) refinancing rate in force on the date of issue of the relevant invoice, from the due date until full payment, whether before or after a court decision. Interest is automatically and automatically capitalised under the terms of article 1343-2 of the French Civil Code.

6.            All Amounts and Costs stated or referred to in these Terms :

  • must be paid in the currency indicated on the Site;

  • cannot be cancelled or refunded;

  • are exclusive of tax.

7.            We will be entitled to increase the Subscription Costs upon 30 calendar days notice.

TERMS AND CONDITIONS ON 1ST SEPTEMBER 2020

L.      Responsibility of PROCSEA

1.            PROCSEA does its best to ensure the availability of the Service and error-free transmissions. However, due to the nature of the Internet, this cannot be guaranteed. In addition, your access to the Service may occasionally be suspended or limited to allow for repairs, maintenance, or to add new functionality or service. We will endeavor to limit the frequency and duration of any such suspension or limitation.

PROCSEA will not be liable for any delay or your inability to meet your obligations under these terms if the delay or inability results from a cause beyond our reasonable control. 

Use of the Site implies knowledge and acceptance of the characteristics and limitations of the Internet, or translations of the Site into languages other than French, and in particular those relating to technical performance; response times for consulting, querying or transferring information; and the risks inherent in any connection and transmission over the Internet. Consequently, in the absence of failure on its part, PROCSEA cannot be held responsible for any damage that a User may suffer, in particular and without this list being restrictive:

  • operating or information losses, resulting from possible malfunctions, breakdowns, delays or interruptions of access to the Internet network ;

  • the transmission and/or reception of any data and/or information on the Internet;

  • the consequences of any Virus, computer bug, anomaly, technical failure;

  • the failure of any receiving equipment or communication lines;

  • the loss of any electronic mail and, more generally, the loss of any data;

  • any damage caused to the computer, tablet, digital assistant or smartphone etc. of a User who connects to the Site or the Platform;

  • any technical, hardware and software failure of any kind, which prevented or limited the possibility of using the Site or the Platform or which damaged the system of an Internet user who connects to the Site or the Platform;

  • any obvious failure or error (in particular technical, hardware, software, price display, translation, etc...) of any kind that prevented or limited the possibility of using the Site or the Platform or that misled a User who connects to the Site or the Platform;

  • indirect damages.

 

2.            The responsibility of PROCSEA towards the User can only be engaged for facts which would be exclusively attributable to him and which would cause him a prejudice directly related to these facts. It cannot be committed for indirect prejudices. PROCSEA cannot be held liable for the misuse of the Service by the User or for any fault on its part. Nor can it be held liable for facts attributable to a third party.

 

By using the Site, the User declares that he is perfectly informed of the characteristics and constraints of the Internet, that he is solely responsible for the information he gives in the context of his account on the Site and his relations with the other users of the Service.

 

In addition, in accordance with article 6-I, 2 and 3 of the law n° 2004-575 of June 21, 2004 for the confidence in the digital economy, PROCSEA cannot be held responsible for the contents made available on the Site by the Users, unless it does not promptly make them inaccessible after having been informed of their illegality under the conditions provided for by this law.

 

Finally, PROCSEA disclaims any responsibility for the sales made by the Users as a result of the use of its Service. Any complaint relating to comments submitted on the presentation of the Products or the delivery of the Products or the execution of the Services will be redirected to the designated Seller, who will assume full and sole responsibility in this respect. Similarly, any complaint relating to the Price will be redirected to the designated User, who will assume full and sole responsibility in this respect.

 

The User is solely responsible for his or her use of the Service.

 

3.            The User undertakes, at first request, including in the event of a court decision that is not final, to indemnify and compensate PROCSEA for any damage, loss, loss of profit, claim, liability and costs, including consulting and defense fees and expenses that PROCSEA would have to bear if its liability were incurred by a User or a third party, as a result of a claim or action related to this use of the Service by the Purchaser.

 

Users are informed that PROCSEA may communicate all information relating to them, including nominative information, to the competent services in charge of the repression of fraud and offences.

 

4.            You agree to indemnify, defend and hold harmless PROCSEA, its affiliates, officers, directors, employees, consultants, agents and suppliers from and against any and all third party claims, liabilities, damages and/or costs (including, without limitation, attorneys' fees) arising out of your use of the Service or third party products or your breach of this Agreement. PROCSEA will defend you, at its own Costs, against any claim submitted against you by a third party alleging that your authorized use of the Service under this Agreement infringes the intellectual property rights of a third party (a "Claim"), provided that PROCSEA has received from you :

  • prompt written notice of the Claim;

  • reasonable assistance in defending and investigating the Claim, including providing a copy of the Claim and all relevant evidence in your possession, custody or control;

  • and the exclusive right to control and direct the investigation, defense and settlement (if any) of the Claim. If your use of the Service is found to infringe the intellectual property rights of a third party, PROCSEA, at its own expense, may either

(i) obtain rights for you to continue using the Service, (ii) modify the Service while maintaining substantially similar functionality, or (iii) terminate your right to continue using the Service and refund you a prorated Service fee based on the remaining term of your subscription. PROCSEA's obligations under this section will not apply to Claims arising or resulting from : (i) any part of the Services not developed by PROCSEA; (ii) any modification of the Service made by someone other than PROCSEA if the alleged violation is related to that modification, (iii) a combination of the Service with other software, products, services, processes or hardware not provided by PROCSEA if the alleged violation is related to that combination, (iv) the continuation of your allegedly infringing activity, after being informed by PROCSEA that such activity is or may be in violation ; (v) failure to use a newer version of the Service where such newer version would prevent, avoid or minimize the alleged violation without significant loss of performance or functionality, (vi) use of the Service not in strict compliance with this or any other written agreement signed by an officer of PROCSEA, (vii) any "open source" software included in or used with the Service.

THIS SECTION SETS FORTH PROCSEA'S EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICE PROVIDED BY PROCSEA UNDER THIS AGREEMENT.

5.            WARNING.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PROCSEA, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL BE FREE OF DEFECTS, ERRORS OR DELAYS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. PROCSEA, ITS AFFILIATES AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, MADE WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATIONAL CONTENT. WE FURTHER DISCLAIM ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS YOU USE.

6.            LIMITATION OF LIABILITY.

PROCSEA DISCLAIMS AND RELEASES PROCSEA FROM ANY AND ALL LIABILITY TO YOU, OR ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY CLAIMS, LOSSES, DAMAGES OR EXPENSES FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER TIME AND DAMAGE OR LOSS OF USE OF DATA). PROCSEA'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE GREATER OF 10 EUROS OR THE AMOUNT ACTUALLY PAID BY YOU TO PROCSEA FOR THE LAST 3 MONTHS OF THE SERVICE IN QUESTION.

M.     Case of force majeure

PROCSEA shall be excused from any performance under these Terms and Conditions to the extent that such performance is prevented or delayed, in whole or in part, by any event or series of events caused by or arising out of : (a) weather conditions or other natural phenomena or natural disasters; (b) acts of war, acts of terrorism, insurrection, riot, civil commotion or rebellion; (c) quarantines, epidemics or embargoes; (d) strikes; (e) errors or disruptions in computer equipment or major networks, or software failures; or (f) other causes reasonably beyond the control of PROCSEA.

N. Termination of Conditions

1.            It is your responsibility to delete your Account on our Site. The owner of the account may delete the account at any time via the dashboard on the Site.

2.            Upon termination of these Terms and Conditions for any reason:

  • all licenses granted under these Terms immediately terminate; and

  •  we may destroy or otherwise dispose of any User Data in our possession; and

  • the rights acquired by the parties on the date of termination, or the continuation after termination of any stipulation which, expressly or tacitly, remains in force after termination, are neither affected nor prejudiced. Sections G (Data and Privacy), I (Intellectual Property Rights), L (Disclaimer of Warranties), R (Notices) and V (Governing Law and Jurisdiction) shall survive any termination of these Terms and Conditions

O. Waiver

A waiver of any right under these Terms shall be effective only if in writing and shall apply only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless expressly stated otherwise, the rights under these Terms are cumulative and do not exclude rights under law.

P. Autonomie des stipulations

1.            In the event that any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall remain in full force and effect.

2.            In the event that an invalid, unenforceable or illegal provision would be valid, enforceable or legal if any part thereof is deleted, the provision shall apply with any modification necessary to give effect to the commercial intent of the parties.

Q.      Entire agreement

1.            The Terms and Conditions, as well as any document referred to therein, express the entire agreement between the Parties and supersede any prior arrangement, agreement or understanding between them with respect to the subject matter hereof, with the exception of the Purchase Order.

2.            Each party acknowledges and agrees that in entering into these Terms, it is not relying on any covenants, promises, assurances, affirmations, representations, warranties or agreements (whether or not in writing) made by any Person (whether or not a party to the Terms) with respect to the subject matter hereof, except as expressly set forth in these Terms and Conditions.

R.      Notifications

1.            Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by prepaid priority mail or registered letter to the domicile or registered office of the other party..

2.            A hand-delivered notice will be deemed to be received at the time of delivery (or, if delivery is not made during business hours, at 9:00 a.m. on the first Business Day following delivery). A notice, bearing the appropriate address, sent by prepaid priority mail or registered letter, shall be deemed to be received at the time it would have been delivered under normal mail delivery conditions. A notice sent via the Site shall be deemed to have been received at the time of its transmission.

S.      Assignement

You may not assign these Terms, or any of the rights, benefits or obligations hereunder, whether by operation of law or otherwise, without the express written permission of PROCSEA. Any attempt to assign these Terms will be null and void.

PROCSEA may assign these Terms and Conditions, in whole or in part, to any third party at its sole discretion.

 

T.      Absence of a de facto company, subordination or agency relationship

Except as expressly provided in these Terms and Conditions, nothing in these Terms and Conditions is intended to or has the effect of creating a contract of employment between the Parties, a de facto partnership between the Parties, nor does it authorize either party to act as Agent for the other, and neither party is empowered to act for and on behalf of, or otherwise bind the other by any means (including, without limitation, by making any representation or warranty, assuming any obligation or liability, and exercising any right or power).

 

U.      Third party rights

Except as expressly provided in these Terms and Conditions, the Terms and Conditions do not confer any rights on any third party (other than the Parties to the Terms and Conditions and, if applicable, their successors and permitted assigns).

 

V.      Applicable Law and Jurisdiction

These General Conditions are governed by French law.

The Parties undertake to make every effort to resolve amicably all disputes to which these Terms and Conditions may give rise. Thus, in the event of a dispute between You and PROCSEA, the Parties agree to negotiate in good faith the settlement of the dispute. Disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of the present Terms and Conditions will be submitted to mediation in accordance with the Mediation Rules of the Centre de Médiation et d'Arbitrage de Paris (CMAP - 39, avenue Franklin Roosevelt - 75008 Paris) to which the parties declare to adhere and, in the event of failure of the mediation, will be under the exclusive jurisdiction of the courts of the jurisdiction of the Court of Appeal of Rennes, unless mandatory procedural rules to the contrary exist.

Whatever the dispute, the successful party shall be entitled to recover its attorney's fees. You and PROCSEA agree that any grievance arising from or relating to the Platform, the Site or the Services must be filed within a maximum period of one (1) year from the date the grievance arose, failing which the grievance will be definitively barred and any proceedings relating thereto will be terminated.

The Parties shall determine the rules of evidence admissible between them within the framework of the present agreement and its consequences. Each Party agrees that the other Party may express its consent by any means of electronic signature and, in particular, by signing on a tablet or screen and/or by checking boxes and/or by using any other electronic means made available to it. These processes are admissible before the Courts and are proof of the data and elements they materialize as well as the signatures they express.

Each of us agrees, as a non-receiver within the meaning of Articles 122 seq. of theFrench Code of Civil Procedure, that any grievance against the other Party shall be formulated as an individual and not as a plaintiff or as a member of any group action, possible collective representative procedure or as an association.

The printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and statements originally generated and maintained in printed form.

In the event that any portion of this Section V is held to be unenforceable, the remaining provisions of this Section V shall continue in full force and effect and shall be construed and applied as if the unenforceable portion were not contained herein.

.

W.     Operator of the Platform, the Site, the Platform and the Services - Hosting of the Site

The Platform, the Site and the Services are operated by PROCSEA FRANCE, a simplified joint stock company with a capital of € 500.000,-, whose head office is located at 4 rue Jean Lemaistre - 35000 Rennes, registered under the number 820 559 110 RCS Rennes.

PROCSEA can be contacted at the following coordinates:

  • By mail: PROCSEA : 4 rue Jean Lemaistre - 35000 Rennes;

  • By electronic way: info@procsea.fr ;

  • By telephone: +33 2 30 96 44 42

The Director of the publication of the Site is : MR Renaud Enjalbert

 

The Site is hosted by : HEROK https://www.heroku.com

X.      Evidence Convention.

In accordance with the terms of article 1316-2 of the Civil Code, PROCSEA and the User set the rules of evidence admissible between them within the framework of the Agreement.

 

The parties accept that the electronic files sent by PROCSEA to the User, or to which PROCSEA gives access to the User, are admissible before the Courts and are proof of the data and elements they contain and, where applicable, of the authentication and signature procedures they express. The parties agree that the User may express his consent by signing on a tablet or screen and/or by checking boxes and/or by using any other means at his disposal. These procedures are admissible before the Courts and demonstrate the data and elements they materialize as well as the signatures they express in accordance with the requirements of Article 1316-4 of the Civil Code.

 

Y.      Changes to the Service or Terms

We reserve the right to make changes to the Site or the Service, our procedures, terms and conditions, including these Terms, at any time. You are subject to the terms and conditions, procedures and Terms in effect at the time you use the Service. If any provision of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

Z.      Export Restrictions and U.S. Government Rights

1.            You acknowledge that the Service, or any part thereof, may be subject to export and import restrictions by certain governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Service.

YOU HEREBY WARRANT THAT (I) YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A U.S. OR EU GOVERNMENT EMBARGO OR THAT HAS BEEN DESIGNATED BY THE U.S. OR EU GOVERNMENT AS A "TERRORISM SUPPORTING" COUNTRY; AND (II) YOU ARE NOT ON ANY U.S. OR EU GOVERNMENT RESTRICTED OR PROHIBITED PARTY LIST.

2.            The Service is a "commercial item" as that term is defined in FAR 2.101. If you are the executive agency of the U.S. Federal Government (Government) (as defined in FAR 2.101), PROCSEA provides the Service, including any related software, technology, technical data and/or professional services in accordance with the following : If acquired by or on behalf of an executive agency other than an agency of the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only the rights to technical data and software ordinarily provided to the public, as defined in this Agreement. If acquired by or on behalf of a DoD Executive Agency, the Government shall acquire, in accordance with DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), only the rights to the technical data and software ordinarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data - Commercial Items) applies to technical data acquired by DoD agencies. Any federal legislative or judicial agency will obtain only the rights to technical data and software ordinarily provided to the public as defined in this Agreement. If a federal executive, legislative or judicial agency requires rights not transferred under the terms described in this section, it shall negotiate with PROCSEA to determine whether there are acceptable terms for the transfer of such rights, and a mutually acceptable written addendum, which specifically transfers such rights, must be included in any applicable contract or agreement to be effective. This U.S. Government Rights Clause in this Section supersedes and replaces any additional FAR or DFARS clauses, provisions or regulations that address the Government's rights to computer software or technical data under this Agreement.

Updated version as of September 1, 2020

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