GENERAL TERMS AND CONDITIONS OF SALE praxinos.coop Effective as of 30/09/2023

ARTICLE 1. SCOPE OF APPLICATION

1.1. These General Terms and Conditions of Sale (including any appendices) hereinafter referred to as the "GTC", apply ipso jure, without restriction or reservation, to the supply of digital content and/or the provision of services (hereinafter referred to as the "Content and Services") offered by PRAXINOS, a limited liability cooperative company with variable capital (minimum €7,000), located at 7 Avenue de Blida in METZ (57000) France, registered in the METZ Trade and Companies Register under number 843 876 764, (hereinafter "PRAXINOS") to any customer, natural or legal person, private or public, acting or not for purposes within the scope of its commercial, industrial, agricultural, craft or liberal activity, including when acting in the name or on behalf of another professional (hereinafter "Customer"), via contact and/or connection to the praxinos. coop website (hereinafter referred to as the "Site") or any other durable electronic medium (notably e-mail exchanges).

1.2. These General Terms and Conditions of Sale apply to the exclusion of all other terms and conditions, in particular those that may be applicable through other distribution and marketing channels. These GTC are accessible at all times on the Site and will prevail, where applicable, over any previous printed or digital version. The Customer is invited to read the current GTC carefully for each order placed.

1.3. The Customer declares and acknowledges :

  • He/she is a natural person of at least eighteen (18) years of age or of the legal age of majority under the law of the country in which he/she resides;
  • He/she is a person with full legal capacity to enter into these GTC and with the power to bind himself or herself or his or her employer or any other legal entity (student association, university, public or private school, etc.) for whose benefit he or she is acting;
  • He/she has obtained all necessary information concerning the use of the online sales space and the quantitative and qualitative characteristics of the Content and Services;
  • He/she has read and accepted without reservation these GTC by checking the appropriate box before proceeding with the online ordering procedure, as well as the Site's legal notices, general terms and conditions of use and privacy policy. PRAXINOS may ask any Customer to provide additional information in order to justify its ability to order.

1.4. PRAXINOS reserves the right to modify these GTC at any time. However, the version applicable to the Customer is that in force on the date of the order. These GTC come into force on the date they are put online and will be enforceable on the date of the Customer's first use of the Site's sales area. These General Terms and Conditions of Sale apply throughout the period of use of the Site's sales area and until new General Terms and Conditions of Sale replace the present ones. In the absence of proof to the contrary, the data recorded in the PRAXINOS computer system constitutes proof of all transactions concluded with the Customer. The customer may access the archived GTC by sending a request by e-mail to contact@praxinos.coop.

1.5. In the event that any clause of these GTC is found or declared invalid or in violation of any provision of public policy, said clause shall be deemed unwritten and all other clauses shall remain in force, unless the remaining obligations become manifestly unbalanced for either party.

ARTICLE 2. CONTRACTUAL DOCUMENTS

2.1. The contractual documents are, in descending order of priority, as follows:

  1. where applicable, special terms and conditions of sale;
  2. of these GTC ;
  3. the general terms and conditions of use of the Site, accessible from the home page;
  4. the Site's legal notices;
  5. privacy policy accessible from the Site's home page;
  6. the end-user license conditions for the Content and Services;
  7. in general, any other document expressly referring to one of the above-mentioned documents.

2.2. In the event of contradiction between documents of a different nature or of different rank, it is expressly agreed between the parties that the provisions contained in the document of higher rank shall prevail for obligations in conflict of interpretation. In the event of contradiction between the terms of documents of the same order, the latest documents will prevail over the others.

ARTICLE 3. INFORMATION ON CONTENT AND SERVICES

3.1. PRAXINOS provides the Customer with resources via the Site enabling the Customer to become acquainted with and understand the main characteristics of the Content and Services offered. It is the Customer's responsibility to refer to the description of each Content and/or Service in order to understand its properties and essential features.

3.2. For any question relating to the Content and Services and their use, any additional question or request for advice, the Customer may contact the PRAXINOS team of advisors by calling customer service at the address specified in article 13 of these GTC.

3.3. The Content and Services offered by PRAXINOS are available regardless of the Customer's place of residence, with the exception of countries under US embargo.

ARTICLE 4. ORDER

4.1. On the Site: Each time an order is placed on the Site, the Customer must identify himself/herself by means of a login and password, it being specified that these are not used to make payments. The creation of an Account is carried out in accordance with the terms and conditions set out in the Site's GCU.

4.2. Customers who have already registered are the only ones authorized to use their Account using their login and password. These identification data are strictly personal and confidential and may not be communicated to third parties. The Customer acknowledges that he/she is solely responsible for the use of his/her identification data by third parties.

4.3. The Customer undertakes to have only one Account and not to allow anyone else to use it in his/her place. The Customer agrees not to use someone else's Account or to declare a usurped or false identity on the Site.

4.4. It is the Customer's responsibility to select on the Site the Content and Services he/she wishes to order, according to the process in force on the Site.

4.5. The Customer may check the details of his/her Order, its total price and correct any errors before confirming his/her acceptance (in accordance with article 1127-2 of the French Civil Code) and proceeding with payment. All orders for Content and Services imply a payment obligation on the part of the Customer.

4.6. As soon as the Customer has validated his/her order, PRAXINOS will acknowledge receipt electronically to the e-mail address provided by the Customer in his/her Account.

4.7. PRAXINOS recommends that the Customer keeps these e-mails on paper or in electronic form. In the event of non-receipt of these e-mails, the Customer is advised to check that they have not been stored in junk mail.

4.8. PRAXINOS may modify the Content and Services offered on its Site at any time, without prejudice to orders already placed by the Customer.

4.9. PRAXINOS reserves the right to suspend or cancel any order and/or delivery, whatever its nature and level of execution, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the use of the Site, including on the occasion of previous orders.

4.10. By prior quotation: Content and/or Services may be ordered by prior quotation. A request for a quote can be made by contacting PRAXINOS via the contact form on the https://praxinos.coop/contact website or by exchanging e-mails via the contact@praxinos.coop e-mail address or any other e-mail address whose domain name is @praxinos.coop.

4.11. Prior to signing the quotation, it is the Customer's responsibility to check the accuracy of the quotation in relation to his/her request and to inform PRAXINOS of any errors.

4.12. The order for Content and Services will only be considered final after receipt of the unmodified quotation, dated and signed by the Customer, sent to PRAXINOS by e-mail and after receipt by PRAXINOS of the full deposit due, if any.

4.13. For the Order to be validated, the quotation signed by the Customer must be received by PRAXINOS before the quotation validity period expires.

4.14. If the Customer makes one or more modifications prior to acceptance of the quote, PRAXINOS reserves the right to refuse them or to propose a new quote which will again specify its period of validity.

4.15. In all cases, any deposits required by PRAXINOS from its customers are not considered as deposits.

4.16. An Order placed by the Customer under the above conditions implies full and unreserved acceptance of these GTC and the related privacy policy, and leads to the formation of the contract.

4.17. PRAXINOS reserves the right to suspend or cancel any order and/or delivery, whatever its nature and level of execution, in the event of non-payment or partial payment of any sum due by the Customer, in the event of a payment incident, including on the occasion of previous orders.

ARTICLE 5. RIGHT OF WITHDRAWAL

5.1. Principle - Under the terms of article L. 221-18 of the French Consumer Code, the Customer has a period of fourteen (14) calendar days from delivery (for Content) and from the date of the order (for Services) to exercise his/her right of withdrawal from PRAXINOS, without having to justify his/her reasons or pay any penalties, for the purpose of exchange or reimbursement. If the fourteen (14) business day period expires on a Saturday, Sunday or public holiday, it is extended to the next business day.
The right of withdrawal may be exercised online, via the Customer's user account, by direct contact at the following address: contact@praxinos.coop or by post to the following address:

PRAXINOS 7 Avenue de Blida METZ (57000) – France

And by using the model form attached to these GTC (or any other equivalent statement unambiguous as to the desire to withdraw). Upon receipt of the withdrawal request, the Customer will immediately receive confirmation on a durable medium. PRAXINOS will reimburse all sums paid by the Customer without undue delay within a maximum of fourteen (14) days from the date on which it is informed of the Customer's decision to withdraw. The sum paid by the Customer is automatically increased by the legal interest rate if reimbursement is made no later than ten days after expiry of the time limits set out in the first and second paragraphs of article L. 221-24, by 5% if the delay is between ten and twenty days, by 10% if the delay is between twenty and thirty days, by 20% if the delay is between thirty and sixty days, by 50% between sixty and ninety days and by five additional points per new month of delay up to the total price of the service concerned by the withdrawal, then by the legal interest rate.

PRAXINOS will reimburse the Customer using the same means of payment as the one used on the day of the order, unless the means of payment used does not allow this.

5.2. Exceptions - In accordance with article L. 221-28 of the French Consumer Code, the provisions of article 5.1. do not apply to following contracts:

  • The supply of services fully performed before the end of the withdrawal period and, if the contract imposes an obligation on the consumer to pay, the performance of which has begun with his prior and express agreement and with his acknowledgement of the loss of his right of withdrawal, when the service has been fully performed by the trader;
  • The supply of digital content without a physical medium, the performance of which has begun before the end of the withdrawal period and, if the contract imposes an obligation on the consumer to pay, where :
    • a. The Customer has given his/her express prior consent for performance of the contract to begin before expiry of the withdrawal period; and
    • b. The Customer has acknowledged that he/she will lose his right of withdrawal; and
    • c. The professional has provided confirmation of the consumer's agreement in accordance with the provisions of the second paragraph of article L. 221-13.

5.3. Express request for the supply of Content or the performance of a Service before the end of the withdrawal period - The Customer may request that the supply of Content or the performance of a Service begins before the end of the withdrawal period by ticking the boxes provided for this purpose at the time the order is placed, bearing witness, in accordance with article L.221-28 13° (for Content) and article L. 221-25 of the French Consumer Code (for Services), of his or her express request and acknowledgement of the loss of the right of withdrawal.

5.4. No right of withdrawal for orders based on prior quotation - The Customer acknowledges that he/she does not benefit from the right of withdrawal provided for in article L.221-18 of the French Consumer Code for all orders placed with PRAXINOS by e-mail (on request for quotation). An order placed exclusively by e-mail cannot be considered as a contract concluded at a distance within the meaning of article L.221-1 of the French Consumer Code, in accordance with applicable case law.

ARTICLE 6. PRICE

6.1. The Content and Services are provided at the rates in effect on the Site at the time the order is placed.

6.2. For consumer and non-professional customers, prices are indicated in euros, inclusive of all taxes. For professional customers, prices are indicated in euros exclusive of tax (H.T.). The prices of the Content and Services include the VAT applicable on the date of the order, and any change in the VAT rate will automatically be reflected in the prices of the Content and Services.

6.3. An invoice is drawn up by PRAXINOS and sent to the Customer electronically upon provision of the Content or execution of the Service. At the Customer's request, this invoice may be issued on paper.

6.4. PRAXINOS reserves the right to modify the price of Content and Services at any time. These modifications will only be applicable to orders placed after the said modifications come into effect.

ARTICLE 7. TERMS OF PAYMENT

7.1. Deposit - For orders placed by e-mail, one or more deposits corresponding to a partial amount of the total price of the Content and Services ordered may be requested by PRAXINOS at the time the order is placed. The amount of the deposit and its due date are specified in the quote, if applicable. PRAXINOS will issue the Customer with a deposit invoice corresponding to the amount of each deposit due, as specified in the quotation. A balance invoice (amount specified in the quotation deducted from the deposit(s) paid by the Customer) is issued by PRAXINOS and remitted to the Customer upon final delivery of the Content or provision of the Services ordered.

7.2. Terms of payment - In the case of the supply of Content in the form of a paid user license, the Customer undertakes to pay PRAXINOS a financial consideration in the form of :

  • A fixed fee payable in full in a single instalment when the order is placed (permanent license);
  • A periodic fee, payable according to the process in effect at the time of the order.

In the case of the provision of a Service, the terms of payment will be the subject of special conditions supplied with a quotation.

7.3. Fees vary according to the type of license, the periodicity chosen and the number of authorized users requested.

7.4. In the case of the provision of a Service, the terms of payment will be the subject of special conditions supplied with a quotation.

7.5. Means of payment

  • By Stripe® (credit card): Royalties may be paid via the Stripe® platform in accordance with the payment terms and conditions set out in the Stripe® general terms and conditions of use (https://stripe.com/fr/legal/ssa), as applicable on the day the order is placed. The amount of the fees is displayed on the payment page before any final payment is made. The Customer must have a bank account with sufficient funds, associated with a credit card or any other means of payment selected on the Stripe® platform, in order to be able to order Content in the form of a paying user license and to allow its possible renewal. For a user license requiring a periodic fee: the initial fee is payable in cash at the time of the order, then in advance at each periodic due date (monthly, annual or other), by recurring payment by bank card or any other means of payment selected by the Customer on the Stripe® platform. When placing an order, the Customer selects the type of credit card used in the space dedicated to the payment process and enters his/her bank details in the fields indicated. The Customer guarantees PRAXINOS that he/she is the holder of the credit card and that the name appearing on the credit card to be debited is his/her own. The Customer then communicates, in a secure environment on the Internet, the number and expiry date appearing on the front of his/her credit card as well as the visual cryptogram numbers appearing on the back (or front) of his/her credit card. In the event that, for any reason whatsoever (opposition, refusal by the issuing center, etc.), it proves impossible to debit the sums due by the Customer, the order placed on the Site will be immediately cancelled. In the absence of any payment in accordance with the payment procedure set up by the Stripe® platform, the supply of Content will not be valid initially or renewed.
  • By bank transfer: The price of Content and Services, in particular royalties, may be paid by bank transfer after acceptance of a quotation and its specific conditions by the Customer to the PRAXINOS sales team. PRAXINOS' bank details are sent to the Customer in the order confirmation e-mail or on the invoice. The Customer must pay the full amount of the invoice within the period indicated and the Content or Services will be delivered/executed upon receipt of the sums by PRAXINOS.

7.6. Payment defaults

With regard to consumer and non-professional Customers - In the event of late payment and payment of sums due by the Customer beyond the deadline set out in the quotation or after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at a monthly rate of three (3) times the legal interest rate, of the net amount of the price appearing on the said invoice, will be due after prior formal notice sent by registered mail with acknowledgement of receipt, without prejudice to any other action that PRAXINOS may be entitled to take against the Customer in this respect. In the event of non-compliance with the above payment conditions, PRAXINOS also reserves the right to suspend or cancel the supply of Content or Services in progress and/or to suspend the performance of its obligations, after prior formal notice sent by registered mail with acknowledgement of receipt.

With regard to professional Customers - In accordance with legal provisions, any delay in payment of an invoice on its due date will result, without prior formal notice, in the payment of a late payment penalty at a rate equal to that applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as well as a fixed indemnity for collection costs of forty (40) euros. If actual collection costs exceed the aforementioned lump sum, PRAXINOS reserves the right to charge the Customer any amount due for the collection of the invoice or part thereof that remains unpaid, upon presentation of supporting documents. In the event of non-compliance with the above payment conditions, PRAXINOS also reserves the right to suspend the performance of its obligations under the present Contract and/or to reduce or cancel any discounts granted to the latter, following notification by registered letter with acknowledgement of receipt sent to the Customer to perform which has remained wholly or partially without effect within eight (8) working days from the first presentation of the letter.

ARTICLE 8. CONTENT DELIVERY

8.1. Once the order has been validated, the Customer is informed by e-mail. Via the dashboard associated with his Account, the Customer can then retrieve the elements required for installing and activating the Content, as well as the associated invoice.

8.2. Access to the elements necessary for installing and activating Content from the dashboard associated with the Account is instantaneous for orders placed from the Site. For other orders, access depends on the specific conditions of sale.

8.3. Customers can access order information via the dashboard associated with their Account without time limit, as long as their Account is active.

8.4. In the event of difficulties, the Customer may contact the PRAXINOS customer service department at any time, whose contact details are specified in article 13 below.

ARTICLE 9. PROVISIONS CONCERNING DELIVERY TIMES FOR DIGITAL CONTENT AND DIGITAL SERVICES

9.1. The following provisions apply to consumer and non-professional customers:

Article L224-25-10 of the French Consumer Code: "The trader shall supply the digital content or the digital service without undue delay after the conclusion of the contract, unless the parties expressly agree on a specific date or deadline. The trader has fulfilled the obligation to supply when the digital content or the digital service, or any appropriate means of accessing or downloading it, are made available or accessible to the consumer at any physical or virtual location chosen by the latter. The burden of proving the supply of the digital content or digital service within the meaning of this article lies with the trader.
The supply of digital content on a physical medium used exclusively for its transport is governed by articles L. 216-1 et seq."

Article L224-25-11 of the French Consumer Code: "In the event of a breach by the professional of his obligation to supply under the conditions set out in article L. 224-25-10, the consumer may:

  1. Notify the professional of the suspension of payment of all or part of the price until the professional complies, under the conditions of articles 1219 and 1220 of the Civil Code;
  2. Rescind the contract if, after having given formal notice to the professional to supply the digital content or service, the latter has not performed without unjustified delay or within a supplementary period expressly agreed between the parties.

The contract shall be deemed to have been terminated on receipt by the trader of the letter or writing informing him of such termination, unless the trader has performed in the meantime. The consumer may immediately cancel the contract:

  1. Where the trader refuses to supply the digital content or service, or where it is clear that he will not do so;
  2. Where the trader fails to fulfil his obligation to supply the digital content or digital service on the date or at the end of the period provided for in the first paragraph of article L. 224-25-10, and where this date or period constitutes an essential condition of the contract for the consumer. This essential condition results from the circumstances surrounding the conclusion of the contract or from an express agreement between the consumer and the professional.

When the consumer exercises his right to cancel the contract, articles L. 224-25-22 and L. 224-25-23 apply. The provisions of this article are without prejudice to the award of damages.

9.2. In the case of professional Customers, unless otherwise agreed, deadlines do not constitute a strict deadline and PRAXINOS may not be held liable to the Customer in the event of a delay in the supply of Content and Services not exceeding 30 days. In the event of a delay of more than 30 days, the Customer must send PRAXINOS, by registered letter with acknowledgement of receipt, a formal notice to perform within eight (8) days of receipt of said formal notice, failing which the contract will be automatically terminated.

ARTICLE 10. GUARANTEES

10.1. The Content and Services provided by PRAXINOS are automatically and without further payment in accordance with legal provisions:

  • the legal guarantee of conformity (art. L.224-25-12 to L.224-25-31 of the French Consumer Code), for digital Content and Services that appear to be defective or do not correspond to the order (legal guarantee applicable exclusively to consumer and non-professional customers);
  • the legal warranty against hidden defects (art. 1641 to 1649 of the French Civil Code) arising from a design defect affecting the Content delivered and rendering it unfit for the use legitimately expected by the Customer;

Concerning the legal guarantee of conformity, under the conditions and in accordance with the terms set out in the box below:

  • The Customer acting as a consumer or non-professional within the meaning of the French Consumer Code, has a period of two (2) years from the date of supply of the Content or Service to obtain the implementation of the legal guarantee of conformity in the event of the appearance of a defect in conformity.
  • For a period of one year from the date of supply, the Customer is only required to establish the existence of the lack of conformity and not the date of its appearance.
  • The legal guarantee of conformity includes the obligation to provide all updates necessary to maintain the conformity of the Content or Service.
  • The legal guarantee of conformity entitles the Customer to have the Content or Service brought into conformity without undue delay following his request, at no cost and without any major inconvenience to him.
  • The Customer may obtain a reduction in price by retaining the Content or Service, or he may terminate the contract by obtaining a full refund in return for relinquishing the Content or Service, if:
    • 1° PRAXINOS refuses to make the Content or Service compliant;
    • 2 The compliance of the Content or Service is unjustifiably delayed;
    • 3° The Content or Service cannot be made compliant at no cost to the Customer;
    • 4° Bringing the Content or Service into conformity causes major inconvenience to the Customer;
    • 5° The non-conformity of the Content or Service persists despite unsuccessful attempts by PRAXINOS to bring it into conformity.
  • The customer is also entitled to a price reduction or rescission of the contract if the lack of conformity is so serious as to justify immediate price reduction or rescission of the contract.
  • In such cases, the Customer is not obliged to request that the Content or Service be brought into conformity beforehand. In cases where the lack of conformity is minor, the Customer only has the right to cancel the contract if the contract does not provide for the payment of a price.
  • Any period of unavailability of the Content or Service for the purpose of restoring it to conformity suspends the remaining warranty period until the Content or Service is supplied again in conformity.
  • The rights mentioned above result from the application of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.
  • If PRAXINOS obstructs the implementation of the legal guarantee of conformity in bad faith, it is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of average annual sales (article L. 242-18-1 of the French Consumer Code).
  • In addition, the customer benefits from the legal warranty for hidden defects in application of articles 1641 to 1649 of the French Civil Code, for a period of two years from the discovery of the defect.
  • This guarantee entitles the customer to a price reduction if the Content or Service is retained, or to a full refund in exchange for renunciation of the Content or Service.

10.2. This warranty period applies without prejudice to articles 2224 et seq. of the French Civil Code. The starting point of the limitation period for the consumer's action is the day on which the consumer becomes aware of the lack of conformity.

10.3. Customer complaints concerning non-conformity of Content or Service must be made to the contact details indicated in article 13 of these GTC within the applicable legal time limits.

10.4. For professional customers, the guarantee of conformity is contractually limited to a period of two (2) months from delivery of the Content or Service. Any claim must be made within 30 days of discovery of the non-conformity.

10.5. Refunds for Content or Services found to be non-conforming or defective will be made as soon as possible and at the latest within fourteen (14) days of PRAXINOS finding the non-conformity or hidden defect. Reimbursement will be made by crediting the Customer's bank account or by any other means expressly accepted in writing by the Customer.

10.6. PRAXINOS has no obligation to repair defects caused by:

  • use of the Content or Service contrary to the provisions of these GTC or any other attached contractual document (in particular the end-user license conditions);
  • use of the Content or Service in systems or in conjunction with a hardware and software environment that is not suitable for this purpose ;
  • modifications to the Content or Service by the Customer, unless the Customer can prove that the defect was not caused by such modifications.

ARTICLE 11. RESPONSIBILITY

11.1. PRAXINOS may not be held liable, in whole or in part, if the Customer fails to comply, in whole or in part, with these GTC, or in the event of force majeure as defined in article 1218 of the French Civil Code, as interpreted by case law, or due to the actions of a third party presenting the characteristics of force majeure.

11.2. Except in the case of gross negligence or wilful misconduct, PRAXINOS shall not be liable to compensate the Customer for consequential damages. In all cases, the liability of PRAXINOS is limited to damages foreseeable at the time of the conclusion of these GTC.

11.3. With regard to Customers acting in their capacity as professionals, in the event that PRAXINOS is condemned, it is agreed that its liability will be limited to 2 times the amount paid by the Customer (on a 12-month basis) in connection with the contract concerned by the event giving rise to liability.

11.4. Nothing in these GTC, and in particular this clause, is intended to exclude any liability which cannot be excluded or limited under applicable law.

ARTICLE 12. INTELLECTUAL PROPERTY

12.1. All files, texts, works and images reproduced on the Site are strictly reserved under copyright and intellectual property law by their owners and for the whole world. As such, and in accordance with the provisions of the French Intellectual Property Code, only private use is authorized, subject to different or even more restrictive provisions of the Intellectual Property Code. Any total or partial reproduction or representation of the Site or of all or part of the elements on the Site for any purpose other than its intended use is strictly forbidden and will be considered as an infringement of copyright liable to prosecution. Any resale, exchange, rental of files or transfer to a third party is strictly forbidden. The Customer also undertakes to keep the download link and any means of identification/license activation transmitted to him/her confidential and not to communicate them in any form whatsoever to a third party.

12.2. With regard to the Content offered, PRAXINOS points out that it alone is authorized to distribute these files and that they are protected by national and international copyright regulations.

12.3. The Customer only has the right to use such Content in accordance with the end-user license conditions applicable to such Content. Any use outside the scope of the present contract and not in compliance with the applicable end-user license is strictly prohibited and exposes the Customer to civil and/or criminal prosecution.

12.4. It is reminded that the Content includes identification notices and/or technical measures for control and restriction of use or protection against third parties. The Customer undertakes not to infringe these notices or measures and/or to modify or remove them, nor to attempt to modify or remove any information relating to the rights regime on the Content, nor to encourage or help third parties to carry out such acts.

12.5. The company names, trademarks and distinctive signs reproduced on the Site are protected under trademark law. The reproduction or representation of all or part of any of the aforementioned signs is strictly prohibited and requires the prior written authorization of the trademark owner.

ARTICLE 13. ADDRESS FOR SERVICE - NOTIFICATION - CUSTOMER SERVICE

13.1. Except as otherwise provided in these GTTC, for the performance of these GTC and any proceedings arising therefrom or resulting therefrom, the parties elect domicile at the following addresses:

  • For PRAXINOS®: 7 Avenue de Blida à METZ (57000) France
  • For the Customer: Postal address used at the time of the order (billing address) or, failing that, any other postal address communicated upon request by PRAXINOS.

Any change of domicile will only be enforceable upon receipt of its notification by registered letter with acknowledgement of receipt (or its equivalent in the Customer's country of residence or its electronic equivalent) by the other party.

13.2. For all notifications of a standard nature (questions, customer service), the parties will exchange information electronically by the following means:

  • For PRAXINOS® : via the contact form on the website https://praxinos.coop/contact or the e-mail address contact@praxinos.coop or any other e-mail address whose domain name is @praxinos.coop.
  • For the Customer : E-mail address communicated when the Account is opened or, failing that, any other e-mail address communicated on request by PRAXINOS.

The Customer undertakes to provide a valid e-mail address and to consult it regularly.

ARTICLE 14. PERSONAL DATA - COLD CALLING

14.1. Pursuant to Regulation (EU) 2016/679 of April 27, 2016, known as the "GDRP", and Law n°78-17 of January 6, 1978, amended by Law n°2018-493 of June 20, 2018, you are reminded that certain personal data of the Customer, its associates, its legal representatives and/or its staff (hereinafter the "Data Subjects") requested by PRAXINOS are necessary in particular for the processing, payment and execution of the order, any complaints relating thereto and invoicing, as well as for the communication of newsletters from PRAXINOS concerning Content and Services that may or may not be similar to those already ordered.

14.2. In accordance with current regulations, the personal data of the Persons concerned may be communicated to any PRAXINOS partners responsible for the execution, processing, management and payment of orders.

14.3. The processing of information provided by Data Subjects complies with legal requirements for the protection of personal data, and the information system used by PRAXINOS ensures optimum protection of such data.

14.4. In accordance with the regulations in force, Data Subjects have, at any time and under certain conditions, a right to information, a right of access and rectification, opposition, deletion, limitation of processing and portability of all their personal data by writing to PRAXINOS either using the contact form accessible on the Site, or at the following contact e-mail address: contact@praxinos.coop or at the following postal address: PRAXINOS, 7 avenue de Blida 57000 Metz - France)

ATTENTION: Processing times will be longer if the request is made by post.

14.5. Data subjects also have the right to lodge a complaint about the use of their personal data with the CNIL: Commission Nationale de l'Informatique et des Libertés, 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07 - Tel: 01 53 73 22 22 - Fax: 01 53 73 22 00.

14.6. For further information, Data Subjects are invited to consult the PRAXINOS personal data privacy policy available here: https://praxinos.coop/cgu.php

14.7. In accordance with articles L.223-1 et seq. of the French Consumer Code, if the Customer does not wish to be contacted by telephone on the number that he/she may have communicated to PRAXINOS, he/she may at any time register this telephone number on the opposition list for telephone canvassing on the Internet at www.bloctel.gouv.fr or by post by writing to : Société Opposetel, Service Bloctel, 6 rue Nicolas Siret, 10000 Troyes - France.

ARTICLE 15. CONVENTION DE PREUVE

15.1. To the extent permitted by law, communications by electronic mail are validly accepted as proof by the Customer and PRAXINOS.

15.2. All information recorded in PRAXINOS' computer databases has, until proven otherwise, the same probative force as a written document signed on paper, both with regard to its content and the date and time it was made and/or received. These unalterable, secure and reliable traces are recorded and stored in the PRAXINOS computer systems.

15.3. PRAXINOS documents reproducing this information, as well as copies or reproductions of documents produced by PRAXINOS, have the same probative force as the original, until proven otherwise.

ARTICLE 16. LANGUAGE OF THE CONTRACT

The parties agree that this contract is governed by French law and is drawn up in the French language. Should a foreign version of this contract be drawn up, the French version shall prevail in the event of any conflict of linguistic interpretation.

ARTICLE 17. TOLERANCES

It is formally agreed that any tolerance or waiver by one of the parties, in the application of all or part of the undertakings set out in these GTC, whatever the frequency or duration, shall not constitute a modification of these GTC, nor generate any right whatsoever.

ARTICLE 18. APPLICABLE LAW - MEDIATION - DISPUTES

18.1. These GTC are governed by French law, to the exclusion of any other legislation to the extent possible.

18.2. In order to find a joint solution to any dispute arising from the conclusion, interpretation, performance and/or termination of these GTC, the parties will first attempt to resolve it amicably.

18.3. Consumer/non-professional customer: If the Customer is not satisfied with the response provided by the PRAXINOS customer service teams, or if there is no response within thirty (30) days of the request being sent, the Customer may, in accordance with article L.612-1 of the French Consumer Code, send a written complaint to the mediation service to which PRAXINOS belongs.

18.4. To this end, the consumer/non-professional customer may refer the matter to the Société de Médiation Professionnelle :

  • either directly online on its website: https://www.mediateur-consommation-smp.fr/procedure-acces-mediation/ ;
  • or contact the Consumer Mediator by post at the following address: Société de la Médiation Professionnelle, Médiation de la Consommation, 24 rue Albert de Mun, 33000 Bordeaux, France, specifying the customer's full contact details (telephone, e-mail), the nature of the request, a statement and description of the dispute, the customer's expectations regarding the mediator's action and the solution envisaged, as well as any factual documents useful for the mediator's understanding and analysis (including copies of exchanges with PRAXINOS attesting to an attempt to resolve the dispute);
  • or by e-mail to: saisine@mediateur-consommation-smp.fr

Referral to the consumer mediation body must be made in writing and in French. The solution proposed by the consumer mediator is not binding on the parties, who thus remain free to withdraw from the mediation process at any time. The consumer/non-professional customer also has the option of using the online dispute resolution platform for services provided by companies in the European Union (the "ODR Platform"), made available to all European citizens by the European Commission, by clicking on the following link http://ec.europa.eu/consumers/odr.

18.5. IN THE ABSENCE OF AN AMICABLE RESOLUTION BETWEEN THE PARTIES, ALL DISPUTES WILL BE SUBMITTED TO THE COMPETENT FRENCH COURTS UNDER THE CONDITIONS OF COMMON LAW, UNLESS MANDATORY PROVISIONS ARE MORE FAVORABLE TO THE CONSUMER / NON-PROFESSIONAL CUSTOMER.

18.6. With respect to Professional Customers, ANY DISPUTE OR LITIGATION RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF OR IN CONNECTION WITH THESE GTCS WHICH CANNOT BE RESOLVED AMICABLY WITHIN 30 DAYS FROM THE DATE THE DISPUTE Arose WILL BE SUBJECT TO THE COMPETENT JURISDICTION OF METZ (FRANCE).

18.7. These GTC describe certain rights. The consumer/non-professional customer may have other rights conferred by mandatory laws applicable in his country of residence or establishment. The present GTC do not modify these rights, if the mandatory laws do not allow it. Any limitations and exclusions of warranties and remedies provided for in these GTC may not apply to the Customer by virtue of mandatory laws applicable in their country of residence or establishment.

APPENDIX 1: CURRENT LEGISLATION ON LEGAL WARRANTIES

Article L224-25-12: The professional provides digital content or a digital service that complies with the contract and the criteria set out in article L. 224-25-14.

Where the contract provides for a one-off supply of digital content or a digital service, or a series of separate supply operations, the professional is liable for any lack of conformity existing at the time of supply and which becomes apparent within two years of the supply.

Where the contract provides for the digital content or service to be supplied on an ongoing basis, the trader is liable for any lack of conformity that appears during the period in which it is supplied under the contract.
The applicable deadline does not deprive the consumer of his right to updates in accordance with the provisions of article L. 224-25-25.

The trader is also liable, within the same timeframe, for any lack of conformity resulting from the incorrect integration of the digital content or service into the consumer's digital environment, where this has been carried out by the trader or under his responsibility, or where the incorrect integration carried out by the consumer results from shortcomings in the instructions provided by the trader.

This warranty period applies without prejudice to articles 2224 et seq. of the French Civil Code. The starting point of the limitation period is the day on which the consumer becomes aware of the lack of conformity.

Article L224-25-13: The digital content or service conforms to the contract if it meets the following criteria, where applicable:
1° It corresponds to the description, type, quantity and quality, in particular as regards functionality, compatibility, interoperability or any other characteristic provided for in the contract; 2° It is fit for any special purpose intended by the consumer, made known to the professional at the latest at the time of conclusion of the contract, and accepted by the latter; 3° It is supplied with all accessories, including packaging, installation instructions and customer support, to be provided in accordance with the contract;
4° It is updated in accordance with the contract.

Article L224-25-16:

I.-Defects in conformity which appear within twelve months of the digital content or digital service being supplied are presumed to have existed at the time of supply, in the absence of proof to the contrary.
Where the contract provides for the continuous supply of the digital content or digital service over a given period, the burden of proof as to whether the digital content or digital service was in conformity during the contractual period of supply shall rest with the trader in the case of a lack of conformity appearing during that period.

II-The trader is not liable for lack of conformity if he demonstrates that the lack of conformity is directly attributable to the incompatibility between the digital content or service and the consumer's digital environment, and that the consumer had been informed by the trader of the technical compatibility requirements for this content or service prior to the conclusion of the contract.

The consumer is obliged to cooperate with the trader, as far as is reasonably possible, necessary and least intrusive for him, in order to determine whether the lack of conformity is caused by this incompatibility. Otherwise, the burden of proof referred to in the first or second paragraph of I of the present article lies with the consumer, provided that the consumer has been informed in a clear and comprehensible manner of his obligation to cooperate prior to the conclusion of the contract.

Art. 1641 of the French Civil Code: The seller is liable for any hidden defects in the item sold which render it unfit for its intended use, or which impair that use to such an extent that the buyer would not have purchased it, or would have paid a lower price for it, had he been aware of them.

Art. 1648 paragraph 1 of the French Civil Code: The action resulting from redhibitory defects must be brought by the purchaser within two years of discovery of the defect.

Article L224-25-24 Updates to digital content or services are governed by this subsection. For the purposes of this subsection, updates are defined as updates or modifications intended to maintain, adapt or evolve the functionalities of the digital content or service, including security updates, whether or not such updates are necessary to maintain the conformity of the digital content or service.

Article L224-25-25:

I.-The seller shall ensure that the consumer is informed of and receives any updates necessary to maintain the conformity of the digital content or service:

  1. During a period which the consumer can legitimately expect, given the type and purpose of the digital content or service and taking into account the circumstances and nature of the contract, in the case of a one-off supply operation or a series of separate supply operations;
  2. During the period during which the digital content or service is supplied under the contract, where the contract provides for continuous supply over a given period.

II - Where the consumer fails to install, within a reasonable time, updates provided by the trader in accordance with I, the trader is not liable for lack of conformity resulting solely from the failure to install the updates concerned, provided that :

  1. The seller has informed the consumer of the availability of the updates and of the consequences of their non-installation by the consumer; and
  2. The non-installation or incorrect installation of the updates by the consumer is not due to shortcomings in the installation instructions provided to the consumer.

APPENDIX 2: Model withdrawal form

For the attention of PRAXINOS Customer Service 7 Avenue de Blida METZ (57000) - France contact@praxinos.coop

I/We* hereby notify you* of my/our* withdrawal from the contract for the provision of the Content*/Services* below:

Ordered on ()/received on``:

Name of Customer(s):

Address of Customer(s):

Signature of Customer(s) (only in case of notification of this form on paper):

Date:

*Delete as appropriate.

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