GENERAL CONDITIONS OF SALE OF THE PLATFORM
APPLICABLE FROM January 1, 2024

ARTICLE 1 : DEFINITIONS

Each capitalized term has the meaning indicated in its definition, whether in the singular or plural:

- "Application": refers to the mobile application developed by Glib and from which the Platform is offered on mobile devices;

 

- "Customer": refers to any person who purchases the Seller's Products on the Site or the Application via the Platform;

 

- "Glib Commission": means the commission of [.] per cent ([.]% T.T.C. included in the Seller Price and due by the Seller to Glib;

 

- "General Terms and Conditions": refers to these general terms and conditions of sale of the Platform offered by Glib on its Site and Application;

 

- "Glib": refers to the company Glib, a simplified joint-stock company with a capital of 20,000 euros, whose registered office is located at 1, rue du 8 mai 1945 – 93800 Epinay-sur-Seine, registered with the Bobigny Trade and Companies Register under number 979 202 553, which allows Sellers to use the Platform to enable them to offer their Products for sale to Customers;

 

- "Seller Space": refers to the space made available to the Seller by Glib on the Platform accessible from its Identifiers and allowing it to offer its Products for sale and to manage the sale of the Products;

 

- "Identifiers": refers to the name of the Seller or the pseudonym he has chosen (login), as well as the confidential code or password allowing the Seller to access his account and use the Platform;

 

- "Party(ies)": refers to Glib and/or the Seller;

 

- "Platform": refers to the service set up by Glib on its Site and Application, allowing Sellers to offer for sale and sell their Products and Customers to acquire them;

 

- "Seller Price": refers to the price freely chosen by the Seller at the time of publication of its Product proposal, including the Glib Commission.

 

- "Product": refers to the products and services offered for sale by the Seller via the Platform and meeting the conditions set out in Article 7 of the General Terms and Conditions;

 

- "Site": refers to the Glib website accessible at the www.Glib.fr address and from which the Platform is offered on computers and mobiles;

 

- "Seller": refers to the professional or non-professional who uses the Platform to sell its Products to Customers.

 

ARTICLE 2: PURPOSE

The purpose of the General Terms and Conditions is to specify the terms and conditions under which the Seller:

- uses the Platform offered by Glib;

- offers its Products to Customers;

- sells its Products to Customers.

 

Unless otherwise agreed in writing, the relations between the Parties are exclusively governed by the General Terms and Conditions which are systematically sent to the Sellers in order to register on the Platform and which are accessible on the Site.

The fact of offering the Products on the Platform implies full and complete acceptance of these terms and conditions. Any condition to the contrary set by the Seller will therefore, in the absence of express acceptance by Glib, be unenforceable.

Gibb reserves the right to modify the General Terms and Conditions at any time, it being specified that those applicable are those in force on the day of the Seller's use of the Platform.

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ARTICLE 3: DESCRIPTION OF THE PLATFORM

The Platform allows Sellers to offer and sell their Products on the Site and the Application and to benefit from:

- the reservation system set up by Glib, allowing Sellers to enjoy:

▪ a centralized calendar;

▪ the management of their availability;

▪ a real-time booking system;

▪ instant notifications as soon as the reservation of a Product is confirmed;

▪ access to all the details related to the reservation of a Product (name of the Customer, specific preferences and instructions, etc.);

▪ the management of any cancellations related to the reservation of the Products;

▪ a multilingual calendar;

▪ activity reports;

▪ the ability to personalize their Product offering;

▪ an integrated communication system, allowing them to communicate directly with their customers;

▪ a system for managing their Clients' profiles;

 

- the secure payment system set up by Glib, allowing Sellers to:

▪ create promotions and special offers to attract more Customers;

▪ manage Customers' refund requests, and in general, Customers' feedback on their experience with the Product;

▪ benefit from full financial transparency regarding the Client's invoicing and its redistribution to the Seller(s);

▪ secure their financial transactions, in particular via the Stripe payment system;

▪ obtain a history of financial transactions related to Products sold on the Platform;

▪ receive real-time notifications of payments made by Customers.

 

Glib acts as a simple intermediary in the sole context of providing the Platform allowing the connection between Sellers who wish to sell their Products and Customers. Consequently, Glib is not a party to the contract which is concluded solely between the Client and the Seller, who is the sole seller of the Products.

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ARTICLE 4: SELLER'S ELIGIBILITY CONDITIONS

4.1- The Platform is a so-called "selective" platform, i.e. Glib chooses the Sellers and validates the Products offered for sale. Consequently, and in order to be consistent with the other Products offered, the Seller is chosen by Glib, according to its Products, its brand image and the complementarity of its Products in relation to Glib's brand image. Therefore, Glib reserves the right to refuse Products and/or Sellers that do not meet its requirements, without incurring any liability.

4.2- The Seller:

- must be legally capable and be duly constituted;

- be represented by a person having full power to bind him or her hereunder;

- must not have been unsubscribed from the Platform, by Glib, in the 6 months preceding its application for registration.

 

In addition, and in order to be able to use the Platform, the Seller undertakes to provide Glib, at the latter's request, with the following elements:

- its legal or commercial name if the Seller is a company;

- its logo, if applicable;

- their bank account details;

- proof of identity (copy of identity card or passport or Kbis extract);

- the VAT rate applicable to the Seller Price;

- a description of the Seller's history, mission and values towards quality and Customer satisfaction;

- the telephone number and email address of the Seller's contact.

 

4.3- The Seller will inform Glib of any changes to the above information. At any time, Glib may ask the Seller to send it without delay and by any means a certificate by which the latter declares that it has fulfilled its tax and social security obligations.

Similarly, the Seller, who certifies that he has taken out civil and professional liability insurance covering all of his activities, undertakes to provide Glib with all supporting documents or certificates, relating in particular to the nature of the risks covered and the payment of premiums. Any modification, suspension or termination of this insurance for any reason whatsoever must be notified to Gibb without delay.

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ARTICLE 5: REGISTRATION OF THE SELLER TO THE PLATFORM / MANAGEMENT OF THE SELLER AREA

5.1- Step 1: Registration of the Seller

Once on the Platform, the Seller clicks on the "professional portal" tab and then completes the registration page using the following information:

- its name: i.e. its company or trade name if it is a legal person, its surname and first name if it is a natural person;

 

- its SIREN number, if applicable;

 

- their VAT number, if applicable;

 

- the address of its registered office or domicile;

 

- its description: i.e. a brief description of the activities and products and services offered by the Seller;

 

- their contact information: i.e. the name, email address and telephone number of the Seller's main contact;

 

- the Kbis or a copy of the passport or identity card, if applicable;

 

- the URL of its website;

 

- Password: This password must be strong, at least eight characters long, with uppercase, lowercase, numbers and special characters;

 

5.2- Step 2: Password verification

Subsequently, the Seller will be asked to confirm their password in order to avoid typing errors.

5.3- Step 3: Creation of the Seller's profile

The Seller then led to create his profile on the Platform, adding his:

- billing address;

- telephone number.

 

5.4- Step 4: Selecting Preferences

The Seller is then required to select:

- the product categories they are interested in, which personalizes their experience on the platform;

- Notification preferences can be chosen, such as special offers, stock updates or booking information.

 

Throughout their registration on the Platform, the Seller is required to regularly check and update the information provided via their Seller Area.

5.5- As part of its registration, the Seller undertakes to provide true, accurate, up-to-date and complete information on its identity, in accordance with Article 6-II of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy. In particular, he undertakes not to create a false identity likely to mislead Glib or third parties and not to usurp the identity of another legal or natural person. The Seller undertakes to immediately update the data it has communicated in the event of any changes to said data.

5.6- In the event that the Seller provides false, inaccurate, erroneous, outdated, incomplete, misleading or misleading information, Glib may, immediately without notice or compensation, suspend or terminate its registration and deny it access, temporarily or permanently, to the Platform.

5.7- The Seller's Area is accessible by the Seller through its Identifiers, which are placed under its exclusive responsibility. The latter undertakes to keep them secret and not to divulge them in any form whatsoever. If any of the elements of the ID are lost or stolen, the latter must inform Glib within 24 (twenty-four) working hours, which will then proceed to cancel and/or update the ID concerned. Safeguarding the confidentiality of the password entrusted to the Seller is the sole responsibility of the latter. In this regard, the Seller is required to ensure that at the end of each session, it has effectively logged out of the Site, in particular when accessing the Site from a public computer.

Registration is free of charge (with the exception of the costs incurred by the Seller to connect to the Site, which are at its expense) and allows access to all the services offered.

5.8- Glib reserves the right to refuse the registration of a previously registered Seller who has been unregistered, regardless of the date on which his or her deregistration occurred.

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ARTICLE 6 : DUREE

6.1- Registration on the Platform is planned for an indefinite period.

6.2. Except in the event of early termination as provided for in Article 22 of the General Terms and Conditions, each of the Parties may terminate the registration on the Platform, provided, for the Seller in question, that all the Products ordered and paid for from him have been executed. Registration on the Platform ends by sending an email to Glib and receiving confirmation of receipt of this email by Glib.

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ARTICLE 7: PRODUCTS OFFERED FOR SALE

Glib reserves the right to refuse Products offered for sale for any reason whatsoever, including commercial or brand image reasons.

The Seller undertakes to offer for sale via the Platform:

- its Products under the same pricing conditions as those usually applied with a minimum discount of [.] per cent ([.]%), i.e. the Ask Price must be at most equal to [.] percent ([.]% of the public price advertised and charged;

 

- Products that comply with applicable regulations;

 

- Products that do not infringe the rights of third parties, or the brand image of the Platform.

 

ARTICLE 8: PUTTING PRODUCTS ONLINE

8.1- The Seller, through his dashboard on the Platform, accessible via his account, creates a Product sheet with the help of which he can:

- add a new Product;

- modify or delete items related to a Product.

 

In order to create a new Product, the Seller must provide the following information:

- its name: The name of the Product must be specified in a clear and concise manner;

 

- its category: The product is assigned to a specific category to facilitate the search of Customers;

 

- its description: The description of the product must be detailed and highlight its characteristics, advantages, and use;

 

- its photos: High-resolution images of the Product from different angles must be added to allow Customers to view the Product;

 

- its videos: Demonstration or explanatory videos of the Product can be added to offer a more interactive experience.

 

- its technical specifications;

 

- its price: The price of the Product must be clearly indicated, and pricing options according to the quantities ordered can be specified;

 

- its payment terms: The accepted payment methods and payment terms (advance payment, cash on delivery, etc.), must be detailed;

 

- its return and warranty policy: The conditions for returning the Product, the guarantees offered, and the refund policies in the event of dissatisfaction of the Customer must be detailed.

 

As the Product sheets are automatically generated solely on the basis of the information provided by the Seller, the latter will be solely responsible for the consequences related to errors and/or omissions relating to the information provided, both with regard to Glib and the Customers and/or third parties.

In any case, Glib invites Sellers to reread each sheet relating to the Products it offers.

8.2- The Seller is able, via its Seller Area, to modify and update the presentation and/or layout of the Product sheets and the information relating to the Products (in particular the days of availability of the Products, prices, etc.). Consequently, the Seller undertakes to update this information regularly and at least 1 (one) time per quarter to guarantee the reliability of the information relating to the Products.

However, Glib reserves the right to make any changes it deems necessary.

8.3- The Seller undertakes to inform Glib without delay of any modification, update, etc. regarding the Products.

If the Seller does not update this information, Glib reserves the right to suspend and/or remove the Product concerned from the sale, without its liability being incurred and/or the Seller being able to claim any compensation.

 

8.4- As Glib simply formats the information and visuals provided by the Seller, it cannot be held liable for the said information and/or visuals.

8.5- The Seller authorises Glib to use the visuals of the Products provided on any media intended for the promotion and/or marketing of the Products sold on the Platform.

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ARTICLE 9: TERMS AND CONDITIONS OF SALE OF PRODUCTS ON THE PLATFORM

9.1- The Products are sold on the Platform at the price determined by the Seller in Euros and in accordance with the applicable French regulations. The process for selling the Products to Customers is as described in the Platform's terms and conditions of sale.

When the Products are sold via the Platform and the Seller has correctly configured his data, he receives a notification. On the other hand, if the Seller has not correctly configured his data, he cannot receive a notification. Glib cannot be held responsible in cases where the Seller cannot receive a notification because it has not correctly configured its data.

9.2- Glib then automatically transmits to the Seller within 24 (twenty-four) hours of the placing of the order by the Client, via the Seller Area, the following information: order references, Product reference, day and time of the booking, number of Customers, telephone number of the Client. The Seller shall refrain from cancelling an accepted order.

9.3- The Seller undertakes to indicate via its Seller Space, as soon as possible and at the latest within a maximum period of 12 (twelve) hours from receipt of the notification informing it of the order, of the possible unavailability of the Products ordered.

This is an essential obligation for Glib, which is concerned about the image of its Platform.

9.4- Failure for the Seller to communicate this information within the above-mentioned period, in addition to the right for Glib to suspend the offer without the conditions of Article 21 of the General Terms and Conditions and/or to terminate the registration on the Platform under the conditions provided for in Article 22 of the General Terms and Conditions and to request compensation for the damage suffered,  the Seller shall be solely responsible for the resulting consequences and warrants Glib in this respect. In addition, if applicable, Glib reserves the right to withhold the amount of the commission from the cancelled order from any future order.

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ARTICLE 10: DELIVERY OF PRODUCTS

10.1- The conditions and modalities of the performance are determined by the Seller. It is the responsibility of the Seller to deliver Products under the conditions and according to the terms and conditions described in the Product sheet published on the Site and the Application.

It undertakes to deliver its Products in strict accordance with those ordered and applying the same level of requirements as that applied to Products sold outside the Platform.

These are essential conditions for Glib and for the image of the Platform.

10.2- Before any actual delivery of the Products, the Seller is invited to check the status of the corresponding order via its Seller Area in order to ensure that it has not been 8

 

annulled or refused by Glib. Consequently, the Seller is solely responsible for the consequences that would result from an order that has been cancelled and/or refused.

10.3- It is recalled that the Seller being the only party to the contract concluded with the Client, it is fully responsible for the proper delivery of the Product. In the event of damage caused to the Client or to any third party and resulting in damage or in the event of a disaster affecting the Product, the Client or the Seller may not under any circumstances engage the liability of Glib.

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ARTICLE 11: RIGHT OF WITHDRAWAL

In accordance with Article L. 121-21-8 of the Consumer Code, the Customer does not have a right of withdrawal.

ARTICLE 12 – CUSTOMER COMPLAINTS

12.1- As Glib acts as a mere intermediary and is not a party to the contract concluded with the Customers, the Seller will be solely responsible for any non-conformities, damages caused and/or prejudices suffered by the Customers during the delivery of the Products.

Consequently, in the event of complaints from Customers, the Seller undertakes to manage the dispute directly with the Customer, in good time, by trying to find an amicable solution.

12.2- If Glib finds that the Seller is unable to manage the Customers' complaints and/or if the proposed solution is in contradiction with its commercial policy and is therefore likely to harm its image, Glib reserves the right to intervene in the resolution of the said complaints to propose (i) the reimbursement of the Product(s) and/or (ii) the withholding of its commission.

If applicable, the Seller undertakes to apply the solution proposed by Glib.

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ARTICLE 13: FINANCIAL CONDITIONS

13.1- Orders placed by Customers via the Platform are paid directly by Customers to Glib as a trusted third party.

Glib is therefore entrusted by the Seller with an invoicing and collection mandate in order to issue invoices in its name and on its behalf, relating to the Products sold.

13.2- In return for the provision of the Platform and the services provided by Glib, the Seller will pay Glib a commission (the "Glib Commission"), consisting of a percentage of [.] percent ([.]% of the amount of the price of the Products sold via the Platform, excluding all taxes (or "TTC"), excluding commercial discounts. In any case, regardless of the price of the Products, the Glib Commission collected on the sale of each Product may not be less than two (2) Euros.

In terms of VAT, Glib being deemed to buy and resell the services must, under the conditions of ordinary law defined by Article 289 of the General Tax Code and by Article 242-nonies of Annex II of the General Tax Code, issue an invoice to the Client in its own name, including the Glib Commission plus the tax,  under the conditions of ordinary law.

 

13.3- The Seller will inform himself, via his Seller Area, of the number and amount of orders placed via the Platform and the amount of which has been collected through his Seller Area.

On the basis of this statement, the Seller must, under the conditions defined by the above-mentioned texts, draw up an invoice against Glib for the price, excluding the Glib Commission, of the transaction plus VAT under the conditions of ordinary law, by entering the reservation numbers of the Products.

The Seller hereby gives Glib a mandate to fulfil its invoicing obligations on its premises and place it by means of the rendering of account. It is expressly agreed that the rendering will clearly show the amount excluding tax of the sale made by Glib to the Client, less the amount of the Glib Commission, all increased by VAT under the conditions of ordinary law.

In the absence of cancellation of the order by the Client before delivery of the Products, of exercising its right to claim of any kind whatsoever concerning the Products, of failure to enter the reservation numbers of the Products, the amount of the Products collected by Glib will be paid to the Seller, by transfer, [once a month and at the latest within thirty (30) days at the end of the month] from the date of the date of delivery, less the commission payable to Glib and for which Glib will provide the corresponding invoice.

In the event of a claim outstanding on the date of the repayment of the sums, Glib will keep the sums corresponding to the amount of the order that is the subject of the complaint until the claim is processed and completed.

In the event that Glib has not been informed of the cancellation of the order and/or the complaint made and the repayment has been made, Glib reserves the right to deduct the amount of the unduly paid repayment from future orders. As regards the amount of the commission, it remains definitively vested in Glib.

13.4- In the event of cancellation of the order by the Client giving rise to a refund of the Products, Glib will refund the amount of the order to the Client, less any discounts and/or promotional offers, as soon as it has been informed of the cancellation of the order by the Seller via the Seller Area.

Consequently, the Seller undertakes to inform without delay via its Seller Space of any order cancellation, regardless of the cause (cancellation, etc.). Failing this, the Seller shall be solely responsible for the Client's failure to reimburse the Client by Glib and/or for late reimbursement.

In addition, in the event of cancellation of the order for any reason whatsoever after the repayment of the sums, and/or in the event of reimbursement of all or part of the Products in the context of the implementation of contractual and/or legal guarantees, Glib will deduct from the repayments to be made to the Seller the amount of the sums reimbursed by the latter to the Client. Regarding the amount of the commission, Glib reserves the right to keep it, in particular when the sale is cancelled for a reason beyond the Platform's control.

13.5- Glib is not responsible for any non-payment by Customers. Consequently, the Seller assumes the risks of non-payment and/or fraud and releases Glib from any liability in this respect.

 

ARTICLE 14: CUSTOMER SATISFACTION / SERVICE LEVEL

14.1- The sale of the Seller's Products via the Platform implies that the Seller complies with the following levels of service:

Incident rate of less than 5% per month.

If the Seller fails to comply with this level of service for three (3) consecutive months and/or for more than 3 months in the course of a year, Glib reserves the right to terminate the Seller's registration under the conditions of Article 22 of the General Terms and Conditions without the latter being able to call into question its liability and/or claim any compensation, in particular,  in order to ensure the brand image of its Platform.

14.2- In the event of a cancellation rate greater than or equal to 5% (five percent) for three (3) consecutive months, Glib will inform the Seller who will have a period of 30 (thirty) days to raise this rate. At the end of this period, if the rate is not raised, Glib reserves the right to terminate the Seller's registration under the conditions of Article 22 of the General Terms and Conditions without the latter being able to call into question its liability and/or claim any compensation, in order to ensure the brand image of its Platform.

14.3- The Seller may be evaluated by each Client with whom it has concluded a sales contract by writing a comment and/or by means of a rating system, it being understood that only the Products actually delivered will give rise to the right to publish a review. This comment and rating will be published on the public profile of the relevant Seller.

The Seller may not delete a comment written by a Customer, however, it will have a right of reply to this comment.

The Seller will also have the possibility to notify Glib of the presence of a comment that does not comply with the General Terms and Conditions by sending an email to Glib. Glib reserves the right to delete any comment that contravenes the rules in force (racist, discriminatory, contrary to good morals or public order, etc.), at its sole discretion, as well as to remove any Seller Area in the event of repeated inappropriate comments.

Sellers' Product offers will be ranked according to the quality of the comments and/or ratings, the frequency of bookings and the speed of the Seller's response.

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ARTICLE 15: GUARANTEES – GLIB'S LIABILITY

15.1- Glib acts as a simple intermediary, and is only responsible for putting the Seller and the Client in contact.

Given the nature of its activity, Glib is only bound by an obligation of means with regard to the commitments set out herein.

 

Therefore, Glib is not bound by any obligation with regard to the Seller's results, and in particular the development of its activities as a result of the use of the Platform.

 

Unless otherwise provided by law, Glib shall therefore in no way be liable in the event of damage caused to the Client by the Seller or to the Seller by the Client.

 

15.2- The Seller is warned of the technical hazards inherent to the Internet and the interruptions of access that may result. As a result, Glib will not be held responsible for any unavailability or slowdown of the Platform and/or the Site and/or the Application.

SELLER UNDERSTANDS AND AGREES THAT:

- THE PLATFORM AND THE SITE ARE MADE AVAILABLE TO THE USER "AS IS". IN ADDITION, GLIB CANNOT GUARANTEE THE CONSEQUENCES OF THE USE OF THE PLATFORM AND/OR THE SITE AND/OR THE APPLICATION;

 

- IN PARTICULAR, GLIB DOES NOT WARRANT: (i) THAT THE PLATFORM AND/OR THE SITE AND/OR THE APPLICATION MEET THE SELLER'S REQUIREMENTS; (ii) THAT THE PLATFORM AND/OR THE SITE WILL OPERATE UNINTERRUPTED, SECURE, OR ERROR-FREE; (iii) THAT THE QUALITY OF ANY SERVICE, PROVISION IN PARTICULAR OF SALES AND/OR INFORMATION OBTAINED VIA THE PLATFORM AND/OR THE SITE AND/OR THE APPLICATION WILL MEET THE CUSTOMER'S EXPECTATIONS.

 

The use of the Platform and/or the Site and/or the Application is at the Seller's own risk.

Consequently, Glib cannot be held liable for any direct or indirect damage or loss, such as loss of profit or anticipated savings, loss of revenue, commercial loss, loss of customers, any commercial disturbance, loss of brand image, suffered by the Seller and/or by a third party and resulting in particular:

- non-functioning or impossibility of access, or poor conditions of use of the Platform and/or the Site and/or the Application, attributable to unsuitable equipment, internal malfunctions of the Seller's Internet service provider, congestion of the Internet network and for any other reason whatsoever;

 

- any possible damage to information, programs, files or databases resulting from the use of the Platform and/or the Site and/or the Application;

 

- any loss of data, information, time, opportunity and/or any other indirect damage, related to the use of the Platform and/or the Site and/or the Application;

 

- a case of force majeure or a decision of the authorities; Force Majeure Events include, but are not limited to, acts of God, insurrection or civil disorder, acts of terrorism, war or military operations, national or local emergencies, acts or omissions of a government, blockades, embargoes, restrictions, sanctions, or civil, civil defense, or military authority orders, governmental action or decree,  act of a public enemy, riot or civil dispute, general shortage of transport, goods or energy, or any other similar circumstance, failure of telecommunications networks, industrial disputes of any kind, fire, earthquake or flood, strike or other labour dispute, explosion, pandemic;

 

- interruption of the supply of electricity or transmission lines due to public or private operators;

 

- abnormal or fraudulent use by the Seller or third parties requiring the discontinuation of the Platform for security reasons;

 

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

 

- the nature and content of the information and data created, transferred and/or communicated by the Seller; more generally, Glib cannot be held liable in any way for any data, information, visuals, results or analyses from a third party, transmitted or received through the use of the Platform, which infringes the rights of third parties or which in any way violates the legislation in force;

 

- a failure of the hosting servers.

 

15.3- IN ANY EVENT, THE PARTIES AGREE THAT THE TOTAL AMOUNT OF THE SUMS THAT COULD BE CHARGED TO GLIB IF ITS LIABILITY WERE TO BE INCURRED FOR ANY REASON WHATSOEVER WILL BE LIMITED, ALL DAMAGES COMBINED, TO THE AMOUNT OF THE COMMISSIONS CORRESPONDING TO THE ORDERS INCRIMINATED BY THE PROBLEM IN QUESTION. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE LIABILITY CLAIM IS BROUGHT IN CONTRACT OR TORT.

 

ARTICLE 16: GUARANTEES – SELLER'S LIABILITY

16.1- The Seller declares and guarantees in particular:

- be authorised to deliver the Products and be the holder of all the rights and authorisations allowing it to sell the Products on the Platform. In this context, he undertakes to provide Glib, at the latter's request, with all documentation to attest to this;

 

- that the offers posted online comply with French regulations and in particular:

 

▪ not to use misleading commercial practices;

 

▪ communicate to Customers all the pre-contractual information required by the Consumer Code;

 

- that the Products offered are not contrary to public order and/or good morals.

 

In the event of the Seller's failure to comply with any of the above-mentioned declarations, Glib reserves the right to terminate the registration under the conditions of Article 22 of the General Terms and Conditions and/or to unpublish the Products from the Site and the Application, under the conditions of Article 22 of the General Terms and Conditions without notice and without its liability being incurred.

 

16.2- The Seller is required and undertakes to compensate Glib for losses and/or damages, of any nature whatsoever and in particular resulting from a loss of income, damage to its reputation and/or image, arising from their contractual relations and caused by the Seller, its employees, its partners and/or any other entity mandated by the Seller.

In addition, it guarantees Glib against any action directed against it by its own doing, and in particular due to non-compliance with the regulations applicable to it.

16.3- The Seller is solely responsible for its offers, the Products and the sales contracts concluded with the Clients via the Platform. Accordingly, the User shall assume all responsibilities relating to such offers, the said Products and contracts (and in particular with regard to the content of the offers, the quality of the Products, the training and/or the performance and/or non-performance of the contracts) and guarantees Glib in this respect. Consequently, the Seller undertakes to hold Glib harmless and to compensate it in full in the event of disputes with Customers, third parties and/or in the event of recourse by the administrative authorities for non-compliance of the Products with the regulations or for non-compliance with the regulations relating to its activity and the sale of the Products (in particular pricing practices,  Hamon law, misleading commercial practices, etc.).

16.4- The Seller is liable for damages of any kind, material or immaterial, direct or indirect, caused to any third party, including Glib, as a result of the unlawful use or exploitation of the Platform, regardless of the cause or place of occurrence of such damage.

16.5- The Seller guarantees Glib against the consequences, claims or actions to which Glib may be subject as a result and therefore undertakes to intervene spontaneously alongside Glib in the context of any procedure that may be initiated by a Client and which would concern an order made via the Platform.

In addition, if applicable, all costs related to such a procedure will be borne by the Seller who undertakes to do so.

The Seller waives any recourse against Glib in the context of proceedings brought by a third party against it as a result of the unlawful use or exploitation of the Platform.

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ARTICLE 17: INTELLECTUAL PROPERTY

17.1- All elements presented on the Platform and/or the Site and/or the Application are and remain the exclusive property of Glib and may not, under any circumstances, be exploited, reproduced, represented, modified or translated by the Seller without prior authorization from Glib.

Glib also remains the sole owner of the models and product sheets. Consequently, the Seller is also prohibited from exploiting, reproducing, representing, modifying or translating them without prior authorization from Glib.

Glib grants the Seller a personal, non-exclusive and non-transferable right to use the Platform, the Site, the Application and the mock-ups of the Product sheets, for the duration of its registration.

17.2- By accepting the General Terms and Conditions, the Seller grants to Glib on a non-exclusive basis for the territory of the whole world and for the entire duration of its registration as well as for a period of one (1) year running from the end of its registration, the right to reproduce, represent and, where applicable,  modify the presentation (photos, texts, etc.) of the Products

offered by the Seller or to select the information provided in order to ensure that this information is put online, accessible and legible in the best possible conditions.

In addition, it authorizes, for the entire duration of its registration as well as for a period of one (1) year from the end of its registration and for the territory of the whole world, Glib to use the trademarks, logos and/or any other distinctive signs relating to the Products in order to allow Glib to ensure the publication of the Products on the Platform and/or the Site and/or the Application and the promotion of the Products on any medium whatsoever.

17.3- The Seller accepts that in the context of the online publication of offers, Glib resizes the elements provided to adapt them to the Site and the Application and to bring them into compliance with its editorial policy.

17.4- The Seller declares and warrants that it holds all rights to the information, visuals, Products, trademarks, logos, distinctive signs, etc., allowing it to grant the aforementioned rights to Glib and that this concession does not violate the rights of third parties.

The Seller undertakes to indemnify Glib, from the financial consequences and pecuniary damages of any nature whatsoever (material, immaterial, direct or indirect), from claims brought by third parties resulting from any action or claim that would be directed against it, having as its cause or origin the intellectual property rights granted hereunder.

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ARTICLE 18: GLIB'S OBLIGATIONS

18.1- Glib undertakes to make its best efforts to ensure that the Platform, the Site and the Application are accessible 365 days a year, 24 hours a day, 7 days a week, except in cases of force majeure, technical and/or IT and/or telecommunication difficulties and/or maintenance periods.

Glib reserves the right to immediately and without notice interrupt access to the Platform and/or the Site and/or the Application:

- In order to carry out a technical intervention or for any maintenance operation. To the extent possible, Glib will inform the Seller in advance;

 

- If Glib receives an opinion notified by a competent, administrative, arbitral or judicial authority, in accordance with applicable laws or by a third party and in particular, in accordance with the Law for Confidence in the Digital Economy of 21 June 2004;

 

- in the event of use of the Platform in a manner contrary to these Terms and Conditions;

 

18.2- In general, Glib undertakes to implement any technical means, in accordance with the state of the art, to maintain the integrity, security and confidentiality of access to the Platform.

18.3- Glib reserves the right to make changes in the presentation, operation or functionality of the Platform at any time without prior notice.

18.4- Glib ensures the hosting of the Platform and the Seller's data in conditions of security of access and premises in accordance with the rules of the art.

 

18.5- Glib ensures the evolutionary and corrective maintenance of the Platform in order to allow its sustainability and availability within the framework of an obligation of means.

The Seller automatically benefits from any update developed by Glib on the corresponding version of the Platform it uses.

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ARTICLE 19: OBLIGATIONS OF THE SELLER

19.1- The Seller assures that it has read, prior to the acceptance of these terms and conditions, the technical characteristics and security features of the Platform.

The Seller is responsible for all the equipment (hardware and software) necessary for the use of the Platform via the Internet. He must regularly update his equipment and his Internet connection.

19.2- It is specified that access to the Platform is secured in such a way as to protect, on a permanent basis, with regard to third parties not authorised to read it, all the Seller's data that is required to circulate through the systems in the context of the use of the Platform.

Notwithstanding the above, the Seller undertakes to allow access to the Platform only to trusted employees and/or agents under its sole responsibility.

19.3- The Seller undertakes to use the Platform only for the purposes referred to herein, and in the strictest compliance with technical and security standards.

In particular, the Seller undertakes not to transmit, through the Platform, any content containing computer viruses or any other code, file or program designed to interrupt, destroy or limit the functionality of any software, computer or telecommunications tool, without this list being exhaustive.

The Seller also refrains from:

- the dissemination of content (texts, images, photos, videos, links, etc.) that may infringe the rights and interests of third parties, contrary to the laws and regulations in force or that infringes public order and morality;

 

- the distribution of advertising on its behalf or for any other third party;

 

- damage the image of Glib and/or the Platform and/or denigrate them;

 

- divert or attempt to misappropriate Customers.

 

The Seller acknowledges the right for Glib to remove any content that does not comply with these requirements.

The Seller also undertakes to report without delay any anomaly concerning the use of the Platform to its contact person at Glib.

The Seller is informed that the very principle of the Platform is to allow the brands of different and potentially competing advertisers to coexist, which it expressly acknowledges and accepts.

19.4- The Seller assumes responsibility for the complete and regular backup of its data.

The Seller also undertakes to ensure the security and confidentiality of said data.

19.5- The Seller is fully and exclusively responsible for the entire contractual relationship established with the Client through the Platform. In this regard, it assumes all guarantees, claims and consequences of actions initiated by the Client towards the Seller due to the Products sold through the Platform.

The Seller undertakes to provide an optimal service, to respond to emails that may be sent to it by the Customer or the Platform's customer service within a maximum of two (2) working days. The Seller guarantees the Platform Clients the same attention and quality of treatment as stipulated in the Seller's service commitments on the date of signing hereof. The Seller undertakes to inform Glib of any changes relating to its service commitments. Glib reserves the right to suspend the publication of the Seller's offer if these new conditions do not correspond to the quality of service required by Glib.

The Seller expressly prohibits the sale of Products that infringe the rights or interests of third parties, public order or morality, and the laws and regulations in force. It guarantees the availability of the Products sold.

It also undertakes to describe, as precisely and objectively as possible, the Products offered for sale and prohibits the sale of Products by resorting to misleading or deceptive presentations. More specifically, the Seller is prohibited from selling Products that do not comply with the safety standards applicable on French territory or in the territory where the Product is located that do not meet Glib's requirements in ethical, social and environmental terms.

The Seller is fully and exclusively responsible, vis-à-vis the inspection bodies, for compliance with all the rules resulting from consumer law and the provisions specific to its Products, if applicable.

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ARTICLE 20 : CONFIDENTIALITY

Each Party undertakes to consider as confidential, and not to reproduce or disclose, other than for the sole purpose of executing these Terms and Conditions, the information provided by the other Party for the implementation and during the execution of these Terms and Conditions and which, by reason of its technical, commercial or financial content, should be considered confidential as containing elements not publicly disclosed and/or purely personal to the Party concerned.

This obligation of confidentiality does not apply to information for which Glib can demonstrate that it has been known by its services in a way other than in the context of the relations between the Parties or that is in the public domain.

Nor shall this duty of confidentiality apply when a Party is obliged to provide information in accordance with legal provisions, orders issued by a public body or court decisions.

The Parties' obligations with respect to confidential information shall remain in force for the duration of registration on the Platform and for as long as the relevant information shall remain confidential to the disclosing Party and, in any event, for a period of five (5) years after the end of the contract, for any reason whatsoever.

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ARTICLE 21 : SUSPENSION

In the event of non-compliance with the General Terms and Conditions and/or the applicable regulations, Glib reserves the right to suspend, without notice or compensation and without incurring any liability, the posting of the Seller's Products on the Platform.

In addition, if necessary, Glib reserves the right to temporarily or permanently suspend the Seller's access to the Platform without incurring any liability.

In any event, in the event of suspension of a Product offer and/or its registration, the Seller undertakes to finalize the processing of the orders in progress at the time of termination and to process them correctly. In addition, he is required to fulfil his after-sales obligations and to ensure the follow-up of complaints.

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ARTICLE 22 : RESILIATION

22.1- Any breach by a Party of any of the obligations imposed on it by the General Terms and Conditions, not remedied within seven (7) days of the sending of a registered letter with acknowledgement of receipt, entitles the other Party to unilaterally invoke the automatic termination of the registration, without prejudice to any damages to which it may claim hereunder,  and subject to compliance with the above notice.

22.2- Notwithstanding the above, it is expressly agreed that Glib may terminate the Seller's registration with the Platform at any time and without prior notice of default in the following cases:

- non-compliance by the Seller with the level of service as defined in Article 14 of the General Terms and Conditions;

 

- failure by the Seller to communicate the information provided for in Article 4.2 of the General Terms and Conditions;

 

- serious and/or repeated breaches by the Seller;

 

- non-compliance with applicable regulations;

 

- damage to the image and/or reputation of Glib or the Platform.

 

22.3- Termination for any reason whatsoever entails the removal, on the effective date of the termination, of all access by the Seller to the Platform.

It is the Seller's responsibility to take, before removing its access to the Platform, all the measures necessary to recover its data. The Seller acknowledges and accepts that its data will in any case be automatically deleted by Glib upon expiry of a period of 15 (fifteen) days from the date of termination.

Except in the case of termination for fault, the termination of the registration does not entitle the Parties.

Finally, in the event of termination for any reason whatsoever, the Seller undertakes to finalize the processing of the orders in progress at the time of termination and to process them correctly and with all due diligence. In addition, he is required to fulfil his after-sales obligations and to ensure the follow-up of complaints.

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ARTICLE 23: PERSONAL DATA

Glib is responsible for the processing of personal data collected when ordering a Product (including renewals) within the meaning of the European General Data Protection Regulation (GDPR) (hereinafter the "Data").

Glib is responsible within the meaning of the GDPR for the data necessary to open the Seller Area on the Site and the Application.

The Data concerning the Seller is necessary for Glib in the context of the management of the Products (including payment), and the fulfilment of its legal obligations, in particular with regard to invoicing.

The data is kept for the duration of the order for the Product, plus the limitation period for any legal action (5 years).

The Data is intended for Glib's internal departments, both for the Products and for the Seller Area.

Glib uses the company Ionos SARL to host the Site and the Application.

Glib also uses subcontractors for the following operations:

- secure payment on the Site and the Application: Stripe;

 

- Sending prospecting emails and mobile notifications.

 

No Data is transmitted outside the European Union.

Any Seller has the right to access, rectify, limit and delete their personal data, which can be exercised through their Seller Area.

A response will then be sent to the applicant as soon as possible from receipt of the request by Glib.

Finally, the Customer has the right to lodge a complaint with the CNIL, the supervisory authority in charge of compliance with the obligations in terms of personal data protection.

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ARTICLE 24. GENERAL

Glib reserves the right to interrupt the Site and the Application, with or without notice, in particular for the purpose of ensuring its corrective and evolutionary maintenance.

 

These Platform Terms and Conditions constitute the entire agreement between the Parties. If, for any reason, any of the clauses of these General Terms and Conditions are declared unenforceable, it shall be deemed unwritten without entailing their nullity or altering its other provisions.

These General Terms and Conditions, as well as any order placed on the Site and the Application are governed by French law.

The Site and the Application comply with French law, and under no circumstances does Glib give any guarantee of compliance with local legislation that would be applicable to a Seller who accesses the Site and the Application from another country.

Subject to the provisions of Article 48 of the Code of Civil Procedure, the Commercial Court of Paris shall have sole jurisdiction, regardless of the place of delivery and the method of payment, for any dispute relating to the validity, interpretation or performance of the Contract, the General Terms and Conditions and their consequences.

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ARTICLE 25 : INDEPENDANCE

The Parties declare that they do not intend to set up any company or legal entity whatsoever and that any form of "affectio societatis" as well as any sharing of results are formally excluded. The Parties are independent contractors of each other, and neither has the authority to act as an agent or employee of the other, or under any other status, and has no right, express or implied, to bind the other in any way.

Thus, the Seller acts on an ad hoc and entirely independent basis and enjoys total freedom in the organization of his work. He will perform his obligations without being placed in a state of subordination.

The provision of material or intangible elements to the Seller by Glib shall not call into question this independence.

Each Party shall bear the cost of the charges and expenses relating to the tasks and responsibilities incumbent upon it. Each of the Parties shall be personally responsible for any tax, contribution, fee, or duty for which it is liable as an independent trader, individual, association, foundation or public establishment, so that the other Party shall never be sought in this capacity.

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ARTICLE 26: SUBCONTRACTING

Glib is entitled to use subcontractors for the performance of all or part of its obligations hereunder.

The Seller is authorised to subcontract all or part of the services for which it is responsible. Where applicable, it is committed to compliance with these terms and conditions by its and/or its subcontractors and undertakes to comply with the applicable legal provisions.

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ARTICLE 27: CHANGE IN LEGAL POSITION – TRANSFER

The Seller expressly refrains from assigning or transmitting in any way whatsoever the rights and obligations arising hereunder without the prior written consent of Glib.

 

No change in Glib's legal situation, such as transformation, merger with other legal entities, absorption, transfer of Glib's business to a third party, may terminate the registration, which will continue between the Seller and the person who may be in Glib's rights, under the same conditions as those defined herein,  without Glib being liable to any compensation to the Seller.

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ARTICLE 28 - RENONCIATION- TOLERANCE

It is formally agreed between the Parties that any tolerance or waiver by one of the Parties in the application of all or part of the commitments provided for herein, regardless of the frequency and duration, shall not constitute a modification of the General Terms and Conditions, nor generate any right whatsoever