TERMS & CONDITIONS OF USE AND SERVICE (T&CS)

PREAMBLE

COMEXPOSIUM, a simplified joint stock company with a capital of €60,000.000, registered in the Nanterre Trade and Companies Register under number 316 780 519, having its registered office at 70 avenue du Général de Gaulle 92058 Paris la Défense, in the person of its CEO domiciled in this capacity at the said office (hereinafter the "OPERATOR"), publishes and makes available the Internet platform accessible at the address www.cxmp.com, via the "E-SHOP" tab (hereinafter the "E-SHOP PLATFORM").

The OPERATOR offers, via the E-SHOP PLATFORM, an online BtoB intermediation service whose purpose is to electronically bring together Professional Sellers (hereinafter the "SELLERS") and Professional Buyers (hereinafter the "BUYERS") in order to enable the latter to acquire products offered for sale on the platform.

SELLERS and BUYERS undertake to contract only as PROFESSIONALS.

The E-SHOP PLATFORM is also intended to allow a PROFESSIONAL VISITOR to access the CATALOGUE of products offered by SELLERS in their SALES AREA without, however, being able to purchase them.

The OPERATOR is not the owner of the PRODUCTS marketed via the E-SHOP PLATFORM and is never in possession of them.

The OPERATOR purely acts as an intermediary to bring SELLERS together with potential BUYERS, without ever representing them or guaranteeing the success of the transaction, the latter being the sole decision-makers on the conclusion of the sales contract.

The OPERATOR, the SELLER and the BUYER are independent of one another. Unless expressly provided otherwise, these General Terms and Conditions of Use and Service do not create any relationship of subordination, mandate, representation and/or constitute any joint venture between the OPERATOR and the users of the E-SHOP PLATFORM.

The OPERATOR also allows, via the EVENT PLATFORM, exhibitors registered on physical tradeshows organised and/or marketed by the OPERATOR or one of the entities of the COMEXPOSIUM Group (hereinafter the "EXHIBITORS") to promote the products they offer on the said exhibitions.

ARTICLE 1. PURPOSE

The purpose of these General Terms and Conditions of Use and Service (hereinafter the "T&CUS") is to govern the conditions of access to and use of the E-SHOP PLATFORM by SELLERS, as well as the terms and conditions for the provision of the SERVICES offered by the OPERATOR to SELLERS and the respective rights and obligations of the PARTIES arising from the use of these SERVICES.

ARTICLE 2. SCOPE OF APPLICATION

These General Terms and Conditions of Use and Service (T&CUS), which can be accessed at any time on the website www.cxmp.com, apply, without restriction or reservation, to the use of the technological tools and services made available to any SELLER user by the OPERATOR.

These General Terms and Conditions apply, in their use aspect, as soon as the SELLER's account is activated on the www.cxmp.com website by the OPERATOR (article 4.2.2) and, in their service aspect, as soon as the SELLER's registration is validated by the OPERATOR (article 4.2.4 hereof).

These T&CUS may be subject to subsequent modifications. However, the user of the E-SHOP PLATFORM shall be notified of any such changes at least fifteen (15) days before they come into force. During this period, the user of the E-SHOP PLATFORM may object to their enforceability by written declaration. After this period, the changes will be enforceable against the user of the E-SHOP PLATFORM.

They shall prevail in all their provisions over any other version or any other document, in particular over the general and/or special terms and conditions of purchase that the SELLER may issue in the context of their relationship with the OPERATOR.

These General Conditions are distinct from the SELLER's General and/or Special Conditions which apply to the relationship between a SELLER and a BUYER.

It is specified that the other users, BUYERS and PROFESSIONAL VISITORS of the E-SHOP PLATFORM, are subject to specific General Conditions also available at any time on the website www.cxmp.com, which SELLERS are invited to consult.

EXHIBITORS using the EVENT PLATFORM are subject to specific General Terms and Conditions of Use and Service, also available at any time on the website www.cxmp.com, which SELLERS are invited to consult.

The SELLER undertakes to read these T&CUS carefully and acknowledges that their current content does not create any significant imbalance between the PARTIES.

They are duly accepted by the SELLER upon request of the creation of their account.

ARTICLE 3. DEFINITIONS

The terms used below have the following meanings in this CONTRACT:

"BACK OFFICE": refers to the interface allowing the SELLER to access and configure their account and in particular their SALES AREA. It also refers to the interface allowing the BUYER or PROFESSIONAL VISITOR to access their account and in particular to configure their PROFILE. PLATFORM users gain access to the BACK OFFICE using their IDENTIFIERS. The BACK OFFICE contains all the information provided by the user.

"BUYER": means any professional, natural or legal person accessing the WEBSITE and proceeding to purchase one or more PRODUCTS offered by a SELLER as part of their commercial, industrial, trade, independent or agricultural activity via the E-SHOP PLATFORM.

"CATALOGUE": refers to all the PRODUCTS containing a minimum of twenty (20) articles that the SELLER wishes to present for sale through their SALES AREA.

"CONFIDENTIAL INFORMATION" means all financial, legal, technical, commercial and strategic information, as well as data including personal identification elements, documents of any kind, drawings, concepts, manufacturing secrets, know-how, information systems, software, transmitted or made known to a PARTY under the CONTRACT, regardless of the form and/or media used.

"CONTENT": refers to all the information, texts, logos, brands, animations, drawings and models, photographs, hypertext links, and in general all the elements and content posted online by the SELLER, in particular in their SALES AREA, or by the BUYER or the PROFESSIONAL VISITOR, in particular in their PROFILE, in accordance with the terms, form and conditions proposed to them as part of the use of the WEBSITE or the E-SHOP PLATFORM.

"CONTRACT PACKAGE": means these General Terms and Conditions of Use and Service, the framework contract for payment services concluded with the PAYMENT SERVICE PROVIDER, the direct debit mandate and the policy for the use and processing of personal data.

"CONTRACT": means these General Terms and Conditions of Use and Service.

"EVENT": means any physical exhibition organised and/or marketed by the OPERATOR or one of the entities of the COMEXPOSIUM Group in one of the following sectors of activity: food, fashion, lingerie, optics, sport or lifestyle.

"EXHIBITOR": means any PROFESSIONAL registered for an EVENT as an exhibitor accessing the EVENT PLATFORM.

"GENERAL TERMS AND CONDITIONS OF SALE" or "T&C": refers to the distance selling contract for PRODUCTS between the BUYER and the SELLER.

"IDENTIFIERS": refers to the email address provided by the PLATFORM user when registering and the password allowing access to the BACK OFFICE. These IDENTIFIERS are for the exclusive use of the PLATFORM user, who is solely responsible for them.

"INVOICING SERVICE": means the SERVICE under which the OPERATOR is authorised by the SELLER to automatically issue invoices in the name and on behalf of the SELLER for each order placed on the E-SHOP PLATFORM.

"MARKETPLACE SERVICE": refers to a SALES AREA made available to the SELLER, integrating the PRODUCT OFFERS that they wish to offer for sale. This SALES AREA can be configured via a BACK OFFICE, which also allows the SELLER to connect with BUYERS.

"NON VISIBLE OFFER": means the OFFER that is not visible to BUYERS on the E-SHOP PLATFORM according to the settings chosen by the SELLER.

"OFFER": means the essential elements of the PRODUCT, subject of the contract envisaged by the SELLER, and expresses the latter's willingness to be bound in case of acceptance by the BUYER.

"ORDER": refers to the choice of PRODUCTS offered by the SELLER for which the BUYER expresses their wish to purchase.

"PARTIES": means individually or collectively the OPERATOR and the SELLER.

"PAYMENT SERVICE": means the SERVICE provided by the PAYMENT SERVICE PROVIDER which includes the opening and management of a payment account for the SELLER, the acquisition of payment transactions, the execution of transfers to the SELLER and any other operation necessary for the management of their account.

"PAYMENT SERVICE PROVIDER": means the payment service provider, WEBHELP PAYMENT SERVICES FRANCE SAS, a payment institution (establishment code 16518 approved by the Autorité de contrôle prudentiel et de résolution and registered in Europe,) managing the financial flows passing through the E-SHOP PLATFORM on behalf of the SELLER and the OPERATOR. The Payment Service Provider's Framework Agreement is available in the "KYC" tab of the SELLER's BACK OFFICE.

"PLATFORM": refers to the service that acts as an intermediary in accessing information, content, goods and services that can be accessed from the address www.cxmp.com and after registration, the terms of which differ depending on the status of the PLATFORM user.

"PRODUCT PAGE": means the presentation page of a PRODUCT containing all the information on its main characteristics, including its price, its specificities, its dimensions, if any, its duration and its storage conditions

"PRODUCT": means a product that falls within one of the categories offered by the E-SHOP PLATFORM: food, fashion, lingerie, optical, sport or lifestyle, marketed by a SELLER and available on the E-SHOP PLATFORM. Only those PRODUCTS that the SELLER is authorised to distribute physically are considered as PRODUCTS.

"PROFESSIONAL VISITOR": means any professional, natural or legal person accessing the E-SHOP PLATFORM and who does not have the faculty to purchase one or more PRODUCTS offered by a SELLER.

"PROFESSIONAL" means any natural or legal person, public or private, acting for purposes relating to their commercial, industrial, trade, independent or agricultural activity, including when acting in the name or on behalf of another professional.

"PROFILE": refers to the SELLER's presentation page containing all the information visible to other users of the WEBSITE or the E-SHOP PLATFORM, according to their category

"SALES AREA": means the space allocated by the OPERATOR to the SELLER on the E-SHOP PLATFORM allowing the SELLER to guarantee the visibility of their company and their PRODUCTS.

"SELLER": means any professional, natural or legal person, acting for purposes within the scope of their commercial, industrial, trade, independent or agricultural activity, who has subscribed to the SERVICES when registering on the E-SHOP PLATFORM.

"SERVICES": refers to all the SERVICES provided by the OPERATOR and/or the PAYMENT SERVICE PROVIDER to the SELLERS within the framework of the present contract.

The SERVICES include the MAIN MARKETPLACE SERVICE including the PAYMENT and INVOICING SERVICES.

"VARIANT": another version of the same PRODUCT according to characteristics defined by the SELLER (size, colour, etc.).

"VISIBLE OFFER": means the OFFER made visible to BUYERS on the E-SHOP PLATFORM according to the settings chosen by the SELLER.

"WEBSITE": means the website accessible from the address www.cxmp.com

ARTICLE 4. REGISTRATION PROCEDURES

The E-SHOP PLATFORM can be accessed via the website www.cxmp.com.

By registering, the SELLER's is understood to accept, without restriction or reservation, these T&CUS, the payment service framework contract signed with the PAYMENT SERVICE PROVIDER, the direct debit mandate and the policy on the use and processing of personal data, which form an indivisible contract package which the SELLER acknowledges they have read.

4.1. REGISTRATION FORM

Information required

The user who wishes to present their PRODUCTS for sale on the E-SHOP PLATFORM must first register by creating an account on the site www.cxmp.com, via the "BECOME A SELLER" tab.

Information for the creation of the account

To create an account, the user must be a PROFESSIONAL in one of the sectors of activity connected with the sectors proposed by the E-SHOP PLATFORM, namely food, fashion, lingerie, optics, sport or lifestyle.

This creation also requires them to disclose personal information such as last name, first name, e-mail address, or information relating to the company, such as the name of the company, its sector of activity ("sector"), the country, the intra-community VAT number.

The creation of the account requires the entry of an email address and the creation of a password. These IDENTIFIERS will be necessary for each connection.

The account is valid for an indefinite period.

Information on how to access the E-SHOP services

The user must express their wish to sell their PRODUCTS on the E-SHOP PLATFORM by selecting the subscription to which they intend to sign up, and will have to provide all the information and documents required to open a payment account with the PAYMENT SERVICE PROVIDER as described in article 4.2.2 below.

The SELLER must accept these T&CUS as well as the policy on the use and processing of personal data to which they have free access via the website www.cxmp.com and which they acknowledge that they have read.

People under 18 are not permitted to register on the E-SHOP PLATFORM.

Declarations of the SELLER

By creating an account, the SELLER solemnly declare that they:

have the capacity and authority to enter into commitments (aged 18+, not disqualified from their profession, no insolvency proceedings ongoing, etc.);
are a PROFESSIONAL in one of the sectors of activity connected with the sectors proposed by the E-SHOP PLATFORM, i.e. food, fashion, lingerie, optics, sport or lifestyle;
have submitted information on them that is up-to-date, accurate, sincere, and non-misleading, free of fraud or impersonation;
have read and accepted without reservation the present T&CUS and the policy on the use and processing of personal data;
comply with the regulations in force relating to the exercise of their activity, in particular as regards accounting, social and tax obligations, protection of personal data, the fight against corruption and concealed employment;
comply with the regulations in force relating to the PRODUCTS posted online, and hold of all the rights pertaining to them and that there is no procedure currently in progress relating to the ownership of the latter.

The OPERATOR has only an intermediation role. It has no active role in the exchanges that may take place between users of the E-SHOP PLATFORM, and does not verify the PRODUCTS, their compliance with the regulations in force, or the rights of SELLERS to the PRODUCTS displayed in their SALES AREA.

The OPERATOR nevertheless reserves the right to remove any manifestly illegal CONTENT or to suspend access to the E-SHOP PLATFORM of any SELLER, particularly in the cases referred to in Article 7.3.2. of these terms and conditions, which may lead to the termination of the CONTRACT.

Acknowledgement of receipt of the application

The registration application generates an e-mail sent to the given address acknowledging receipt of the SELLER’s application.

A registration application does not automatically guarantee access to the SERVICES of the E-SHOP PLATFORM.

VALIDATION OF THE REGISTRATION

Access to the BACK OFFICE

4.2.1.1 Examination of the application for registration by the OPERATOR

The registration application is examined by the OPERATOR, which reserves the right to assess and verify or have verified, at their sole discretion and without this list being exhaustive or constituting any obligation of result for them, in particular:

the professional status of the SELLER in one of the sectors of activity connected with the sectors proposed by the E-SHOP PLATFORM: food, fashion, lingerie, optics, sport or lifestyle;
the compatibility of their activity with the nature of the SERVICES offered by the E-SHOP PLATFORM;
the suitability of their offering with the positioning of the E-SHOP PLATFORM;
a CATALOGUE of PRODUCTS with a minimum of twenty (20) articles;
the neutrality of the message they may deliver on the WEBSITE and/or the E-SHOP PLATFORM.

Any application from the SELLER who is still in debt to the OPERATOR or a company of the COMEXPOSIUM Group and/or in dispute with the OPERATOR or a company of the COMEXPOSIUM Group will not be considered.

At the end of the examination process, the SELLER is informed, by e-mail, either of the rejection of their registration, which does not entitle them to compensation, or of the activation of their account.

4.2.1.2 Activation of the SELLER's account on the E-SHOP PLATFORM: access to the BACK OFFICE

The activation of the SELLER's account by the OPERATOR gives them access to their BACK OFFICE, which allows them to fill in their PROFILE and create their CATALOGUE of PRODUCTS, without these being visible to other users of the WEBSITE and the E-SHOP PLATFORM.

Access to the services of the E-SHOP

For the SELLER to be visible and therefore have access to the SERVICES of the E-SHOP PLATFORM, a Payment Account must be created, which requires the signature of a payment services framework contract with the PAYMENT SERVICE PROVIDER.

The SELLER can consult, from the "KYC" tab of their BACK OFFICE, the financial documentation such as the aforementioned framework contract, the direct debit mandate relating to the payment of the chosen subscription, and all the documents and information required to open their Payment Account.

Prior to any application to open a Payment Account, the SELLER undertakes to take note of all the elements making up this financial documentation.

4.2.2.1 Application by the SELLER to the PAYMENT SERVICE PROVIDER to open a Payment Account

The SELLER applies to open a Payment Account with the PAYMENT SERVICE PROVIDER by sending the signed payment services framework contract, which they acknowledge that they have read beforehand, the direct debit mandate duly completed and signed, as well as the company registration document, a copy of the proof of identity of the legal representative, or if applicable a copy of the signatory/ies with their power of attorney, the list of beneficial owners and a copy of their proof of identity document, as well as a bank details document.

The SELLER expressly authorises the automated transmission to the PAYMENT SERVICE PROVIDER of the documents, information and data present in the "KYC" tab of the BACK OFFICE and necessary to open their Payment Account.

On receipt of all these items, the SELLER receives an acknowledgement of receipt email from the PAYMENT SERVICE PROVIDER, who examines the application.

After examining it, the PAYMENT SERVICE PROVIDER informs the SELLER by e-mail of the rejection or opening of the Payment Account as detailed in article 5.3 of the payment services framework contract.

The OPERATOR shall in no way be held responsible for the PAYMENT SERVICE PROVIDER's decision as to the follow-up given to the application made by the SELLER. These consequences are at the entire discretion of the PAYMENT SERVICE PROVIDER, particularly in view of its status as a payment institution approved by the Autorité de Contrôle Prudentiel et de Résolution (ACPR).

After the creation of the SELLER's Payment Account, the OPERATOR validates the SELLER's registration application.

. 4.2.2.2 Validation of the application: access to E-SHOP services

The acceptance of the SELLER's registration application by the OPERATOR shall be materialised by the activation of their access to the SERVICES of the E-SHOP PLATFORM. The SELLER will be informed of this with an e-mail.

Their account will then be visible to other users of the WEBSITE and the E-SHOP PLATFORM.

Access to the SERVICES is for a fixed period of time depending on the subscription chosen by the SELLER.

ACCESS TO THE E-SHOP PLATFORM

Access to the E-SHOP PLATFORM requires the SELLER to sign in to their account by entering their IDENTIFIERS.

They undertake to keep their data confidential and not to disclose it to anyone else.

The SELLER must maintain the security of their IDENTIFIERS and acknowledges that they are solely responsible for them.

By express agreement between the PARTIES, any activity or transaction carried out by means of the SELLER's IDENTIFIERS shall be deemed to originate from the SELLER, who shall be solely responsible for it.

In the event of non-compliance with these confidentiality and non-disclosure obligations, the OPERATOR reserves the right to temporarily or permanently interrupt the SELLER's access by suspending their account under the conditions of article 10.2.1, it being specified that this suspension may lead to a termination.

In the event of theft, misappropriation or usurpation of its data, the SELLER shall immediately notify the OPERATOR by any means that they choose.

4.4 ACCESS TO THE EVENT PLATFORM

The activation of the SELLER's account may also allow them to access the services of the EVENT PLATFORM subject to compliance with the terms and conditions set out below.

If the SELLER is also a registered exhibitor at a physical trade show organised and/or marketed by the OPERATOR or one of the entities of the COMEXPOSIUM Group in one of the following sectors of activity: food, fashion, lingerie, optics, sport or lifestyle, they may benefit from the features and services of the EVENT PLATFORM by applying to the OPERATOR, via the "Events" tab of their BACK OFFICE, by selecting the event concerned.

Their application for the EVENT PLATFORM is approved in accordance with article 4.2 of the General Terms and Conditions of Use and Service of the said PLATFORM, which the SELLER is invited to read carefully before accepting them.

If the registration to the EVENT PLATFORM is validated by the OPERATOR, it can be accessed using the IDENTIFIERS that were defined when the SELLER account was created. It does not entail the creation of new IDENTIFIERS.

The EXHIBITOR SELLER selects the PRODUCTS from their CATALOGUE that they wish to see displayed on the dedicated page of the EVENT for which they are registered (article 5.2.1.4 hereof). However, no transactions can take place on the EVENT PLATFORM.

The use of the EVENT PLATFORM is subject to the Terms and Conditions of Use and Service specific to it.

ARTICLE 5. MAIN MARKETPLACE SERVICE

5.1. DESCRIPTION OF THE MARKETPLACE SERVICE

As part of the MARKETPLACE MAIN SERVICE, the OPERATOR undertakes to provide the SELLER with a software architecture enabling the SELLER to benefit from:

a SALES AREA and a BACK OFFICE;
a generic computer interface enabling it to integrate its CATALOGUE into the general catalogue of PRODUCTS of the E-SHOP PLATFORM;
the full functionality of the E-SHOP PLATFORM;
the possibility of selling the PRODUCTS of its CATALOGUE to BUYERS at a distance.

The SALES AREA is the SELLER's online shop. Through their BACK OFFICE, the SELLER accesses their SALES AREA to configure it and:

Manage their PROFILE;
Create and manage their PRODUCT CATALOGUE and the corresponding PRODUCT PAGES;
Manage commercial offers, the prices of their PRODUCTS, their visibility as well as any possible promotions;
Import contacts of current or potential customers;
Manage contact requests from BUYERS;
Exchange with BUYERS;
Make and send quotes for potential BUYERS;
Offer contracts;
Manage and follow up the orders made by its BUYERS;
Manage and monitor disputes;
View payments made;
View their sales figures;
Benefit from the PAYMENT SERVICE allowing the payment of remote sales via the PAYMENT SERVICE PROVIDER;
Benefit from the INVOICING SERVICE enabling them to invoice their BUYERS automatically, thanks to invoices issued by the OPERATOR, in their name and on their behalf.

Through the MAIN MARKETPLACE SERVICE, the PRODUCTS offered by the SELLER are incorporated into the general catalogue of PRODUCTS of the E-SHOP PLATFORM. Thus, the SELLER can be put in contact, via the E-SHOP PLATFORM only with BUYERS wishing to obtain information and/or order one of their PRODUCTS.

5.2. SALE OF PRODUCTS

5.2.1. PRODUCTS

5.2.1.1. - Selection of PRODUCTS

The E-SHOP PLATFORM is dedicated to the sale of any type of PRODUCT whose marketing is not prohibited under national law.

The SELLER is free to select the PRODUCTS they wish to sell through the E-SHOP PLATFORM, provided that they fall within one of the sectors offered by the E-SHOP PLATFORM, i.e. food, fashion, lingerie, optics, sport or lifestyle.

They declare that they hold all the rights and authorisations necessary to market the PRODUCTS.

The PRODUCTS offered by the SELLER must comply with the regulations in force.

The SELLER undertakes to offer for sale only PRODUCTS that comply with quality, hygiene, safety and traceability criteria in the case of fresh PRODUCTS.

5.2.1.2. - Information on PRODUCTS

The SELLER undertakes to describe the PRODUCTS accurately and factually. The description of the PRODUCT shall include, but not be limited to

one or more visuals of the PRODUCT for which they hold all rights and authorisations to use
its essential characteristics
a commercial name that matches its description
the sales price excluding VAT
the applicable VAT rate
selling format
available stock
the minimum order (if applicable)
all the legal and regulatory details applicable to its sale

5.2.1.3. - Integration of PRODUCTS

In order to integrate their PRODUCTS into their SALES AREA, the SELLER may:

Manually create the PRODUCT PAGE of each PRODUCT;
Download a file (csv) to mass import PRODUCTS.

The SELLER can make several settings in their CATALOGUE (configuration of orders, creation of PRODUCT categories, visibility of PRODUCTS, determination of applicable taxes, import of external data, etc.).

5.2.1.4. - Sharing the PRODUCT CATALOGUE

The CATALOGUE of PRODUCTS created by the SELLER can be integrated into their website and/or shared on their social media accounts. If the SELLER also has access to the EVENT PLATFORM (article 4.4 hereof), they may select the PRODUCTS from their CATALOGUE that they wish to see appear on the page dedicated to the EVENT for which they are registered. However, no transactions can take place on the EVENT PLATFORM.

5.2.2. Conditions of sale of PRODUCTS

5.2.2.1. - Price

Sales can be made at firm prices or following a request for quotation.

Sale at firm price

The selling price of the PRODUCTS is freely defined by the SELLER, in compliance with the laws and regulations in force.

The SELLER shall create price lists.

The price may vary according to objective criteria of area, sector or existing business relationships.

The BUYER may also benefit from promotions set up by the SELLER on a PRODUCT or on the whole of their CATALOGUE, by coupons, by loyalty points, in particular because of the quantity purchased or the chosen delivery method.

Prices are quoted in euros excluding VAT. There is no price negotiation. Prices may also be quoted in foreign currencies if the function exists.

The fees charged by the OPERATOR as remuneration for the SERVICES are not integrated into the price of the PRODUCT sold to the BUYER on the E-SHOP PLATFORM.

Sale following prior request for quotation

The SELLER may choose to sell a PRODUCT by indicating that its price will be provided upon prior quotation, when the nature of the PRODUCT does not allow a firm price to be set.

In such an event, the SELLER shall provide all relevant information to make the price determinable.

In their BACK OFFICE, the SELLER will be able to see all the requests for quotations that have been made, and reply to them.

In the event that the SELLER replies to a request for quotation, the price is then automatically transmitted via the E-SHOP PLATFORM to the interested BUYER who may, in turn, accept or refuse it.

If the BUYER accepts the SELLER's price, the transaction then follows the sales process defined below, the sale being considered final only when the SELLER has validated the BUYER's order. The BUYER is immediately informed of this by e-mail.

5.2.2.2. - Sale of PRODUCTS

The SELLER shall publish their General Terms and Conditions of Sale in their SALES AREA so that they are accessible to each potential BUYER and that the latter has been able to read them before accepting them when placing the order.

Orders cannot be placed without their acceptance.

Sales process

The SELLER may, at any time, through their BACK OFFICE, view the orders placed, in particular those resulting from an accepted quote, their details, access the BUYER'S PROFILE, thus enabling them to obtain information about the BUYER and, if necessary, to verify that the BUYER is acting for professional purposes within the meaning of the preliminary article of the French Consumer Code, it being recalled that the E-SHOP PLATFORM is a BtoB platform.

The SELLER is informed by e-mail, to the address they have indicated for this purpose, of each order placed via the E-SHOP PLATFORM. The SELLER must also consult their BACK OFFICE regularly and in any event at least once (1) a day to acknowledge receipt of the order.

The SELLER is obliged to process any order placed by the BUYER and to validate or reject it by providing a reason within three (3) working days from the date of this acknowledgement. After this period, the order is automatically cancelled by the OPERATOR.

The SELLER and the BUYER shall be notified of the cancellation of the order by e-mail.

The BUYER will then be fully reimbursed and the amounts effectively debited will be credited back to the account.

The order of a BUYER is considered as final only after having been duly validated by the SELLER. The latter informs the BUYER immediately, by e-mail, and the sale is considered concluded at this date.

The mere presentation of a PRODUCT in the CATALOGUE cannot therefore be considered as a firm offer.

The sales contract is concluded directly between the BUYER and the SELLER. The OPERATOR is in no way a party to this contract of sale or to any contracts that may follow or accessory to it.

The sale and its consequences are governed solely by the SELLER's General Terms and Conditions of Sale.

Issuance of invoices

Regardless of the terms and conditions of the order, the final validation of the order will automatically result in an invoice being issued in the name and on behalf of the SELLER, which will be sent to the BUYER and will be available in the "Invoicing" tab of the BUYER's BACK OFFICE.

5.2.2.3. - Availability of PRODUCTS

The SELLER is obliged to offer for sale PRODUCTS that are actually available and comply with the characteristics described on the E-SHOP PLATFORM.

When setting up their SALES AREA (manually or by file import), the SELLER must configure the commercial offers corresponding to each of their PRODUCTS and give details of their availability. To do this, they have several distinct alternatives:

Manual configuration:
- The SELLER manually indicates whether the PRODUCT is currently available or out of stock;
- The SELLER manually indicates how many PRODUCTS are in stock.
File upload: The SELLER can upload a file in csv format.

If the SELLER sells their stock of PRODUCTS through other means than the E-SHOP PLATFORM, the SELLER is obliged to update the quantities available on the E-SHOP PLATFORM and, where relevant, indicate if a type of PRODUCT is out of stock.

In case of exceptional unavailability of the PRODUCT during the sales process, in particular in the event of simultaneous orders of the same PRODUCT, the SELLER shall inform the BUYER. The SELLER may offer to substitute the unavailable PRODUCT by a PRODUCT of equivalent or higher quality. In the event of unavailability and that the product cannot be substituted, the sale shall be null and void and the sums paid by the BUYER shall be refunded.

If the SELLER, due to the nature of their activity, should offer PRODUCTS for sale on the basis of a prototype implying immediate unavailability of the latter due to the production deadlines, they undertake to manufacture the ordered PRODUCT within the deadlines and according to the characteristics agreed upon with the BUYER. Failing this, the sale shall be null and void and the sums paid by the BUYER shall be returned to them.

5.2.2.4. - Terms of payment of the PRODUCTS by the BUYER to the SELLER

The SELLER is informed that the BUYER may be offered the following means of payment:

Immediate prepayment by credit card, with the opening of a specific page where they can enter their credit card details. In these circumstances, the cards CB, Visa and Mastercard are accepted. If the BUYER selects this method of payment, they are redirected to a secure payment page via the payment platform of the PAYMENT SERVICE PROVIDER that meets the PCI-DSS requirements. Payment by card is the only way available to the BUYER for their first payment for PRODUCTS.
Immediate payment by bank transfer;
Payment on invoice deadline by bank transfer (30 days). In this eventuality, the BUYER is directed to a page recapitulating the information necessary for the bank transfer: IBAN, BIC and name of the holder of the bank account, exact amount and reference to be specified on the transfer (invoice number);

All payments will be credited to the payment account opened by the PAYMENT SERVICE PROVIDER, in the name of the SELLER, under the conditions set out in Article 6.1.1 of the Master Payment Services Agreement.

5.2.2.5. - Delivery conditions

The conditions and delivery times of the PRODUCTS will be defined by the SELLER's T&Cs, which the BUYER will have read and accepted when placing their order for PRODUCTS.

The SELLER undertakes to ensure the conditions of delivery of its PRODUCTS in accordance with the terms and conditions and deadlines of its T&Cs, respecting the packaging suited to the PRODUCTS, their nature, their state of conservation and to comply with all legal obligations in terms of transport, in particular by transmitting the required documents (consignment note, health certificate, etc.).

The SELLER is solely responsible for the delivery of the PRODUCTS, which is carried out by the carrier of its choice.

5.2.2.6. - The quality of the SELLER's order follow-up

It is understood that the contract of sale of the PRODUCT is concluded solely between the BUYER and the SELLER. The OPERATOR, acting as an intermediary, shall not be held responsible for the follow-up of the order validated by the SELLER, the delivery, or the after-sales service.

The SELLER undertakes to exercise due diligence in processing the various orders sent to them.

5.2.2.7. - Quality of service commitments

The SELLER undertakes to respect a minimum order compliance level of 93% over a period of one calendar month.

Lack of compliance is understood to mean errors on the PRODUCT sent, the incorrect number of PRODUCTS sent, the lack of packaging, delivery failure or the non-compliance with the delivery time.

The SELLER undertakes to respond as soon as possible to any requests or complaints made by a BUYER and visible from the "Disputes" tab of its BACK OFFICE.

If the SELLER fails to comply with the quality commitments, which is an essential obligation, the suspension referred to in Article 10.2.1. shall apply and may lead to the termination of the contract.

5.2.2.8. - Claims / disputes between the BUYER and the SELLER

The OPERATOR, as a mere intermediary, shall not be liable for the conclusion and execution of the order, the sale of the PRODUCT(S), and their compliance with the legal rules applicable in particular to the common law of sale including electronic commerce and its outcomes. The OPERATOR shall not be liable for the General Terms and Conditions of Sale adopted and published by the SELLER.

All disputes/complaints relating to orders necessarily originating from the BUYER will appear in the "Disputes" tab of the BACK OFFICE of the SELLER, who undertakes to deal with the complaint as soon as possible.

In all events, in its desire to protect the image of its PLATFORM, the OPERATOR invites the SELLER to make their best efforts to amicably resolve any dispute with the BUYER. If the BUYER's claim proves to be well-founded, the SELLER undertakes to proceed either with the shipment of a new PRODUCT, or with its reimbursement, at the latest within thirty (30) days from the initial claim.

In case of persistent disagreement, the SELLER or the BUYER may contact the OPERATOR via the address [email protected], to help them find an amicable solution to the dispute encountered.

In this context, the SELLER and the BUYER authorise the OPERATOR to consult the exchanges in the "Disputes" tab of their respective BACK OFFICE.

The OPERATOR's role is neither that of a mediator nor that of a conciliator within the meaning of the French Code of Civil Procedure. Any attempt by the OPERATOR to resolve the dispute does not in any way suspend or condition the other amicable or jurisdictional remedies available to the SELLER and the BUYER.

The OPERATOR's intervention is limited to recommending a solution acceptable to the SELLER and the BUYER in order to resolve their dispute amicably. Consequently, the BUYER and the SELLER remain free to follow its recommendations.

5.3. PAYMENT SERVICE

The MAIN MARKETPLACE SERVICE includes the PAYMENT SERVICE, which enables remote sales to be settled, and is provided by the PAYMENT SERVICE PROVIDER, WEBHELP PAYMENT SERVICES FRANCE SAS, a payment establishment (code 16518) approved by the Autorité de contrôle prudentiel et de résolution and licensed in Europe.

It requires the conclusion of a contract between the SELLER and the PAYMENT SERVICE PROVIDER, which forms an integral part of the CONTRACT PACKAGE as defined in Article 4 of this CONTRACT.

Within the framework of this PAYMENT SERVICE, the OPERATOR merely provides technical services to the PAYMENT SERVICE PROVIDER without at any time entering into possession of the funds resulting from the sales concluded between BUYERS and the SELLERS.

In this respect, the OPERATOR collects all the documents and information necessary for the PAYMENT SERVICE via the "KYC" tab of the SELLER's BACK OFFICE, which is expressly authorised by the latter. The OPERATOR transmits them directly to the PAYMENT SERVICE PROVIDER, who processes and protects the data collected.

The PAYMENT SERVICE PROVIDER is solely responsible for the management of financial flows.

5.4. INVOICING SERVICE

The MAIN MARKETPLACE SERVICE includes the INVOICING SERVICE, which automatically issues SELLERS' invoices for each PRODUCT order placed by BUYERS via the E-SHOP.

To this end, the SELLER expressly mandates the OPERATOR to draw up and issue, in its name and on its behalf, all of its initial and, where applicable, corrective invoices for PRODUCTS sold to BUYERS, which the OPERATOR accepts.

This mandate is established in accordance with the regulations in force and in particular with the provisions of Article 1984 of the French Civil Code and Articles 242h A-I and 289 I-2 of the French General Tax Code.

The mandate comes into effect as soon as the SELLER's registration is validated.

Throughout its duration, the SELLER shall refrain from using another agent to carry out the same transaction for sales made via the E-SHOP PLATFORM.

The OPERATOR shall issue invoices according to the information given by the SELLER.

The invoices shall state that they are issued by the OPERATOR in the name and on behalf of the SELLER, and shall be numbered according to a chronological and continuous numbering sequence or according to the sequence that the SELLER shall communicate to the OPERATOR so that the invoices issued fit into the sequence used by them.

By validating a BUYER's order for PRODUCTS, the SELLER accepts the invoice established on the basis of the order data.

Invoices are immediately available in the "Invoice" tab of the SELLER's BACK OFFICE.

The SELLER may, via the "Invoice" tab of their BACK OFFICE, send the OPERATOR a request for rectification of an issued invoice, who undertakes to issue it as soon as possible.

The SELLER is solely responsible for determining the rules applicable to invoicing and for transmitting the required information to the OPERATOR so that it can issue invoices in accordance with the applicable regulations, these rules depending on the place where the sale of PRODUCTS is deemed to have taken place.

The SELLER must complete and update the information required to issue invoices from their BACK OFFICE.

Additionally, the SELLER expressly undertakes to:

Communicate to the OPERATOR the full details that must appear on the invoices as required by the applicable regulations in force, including those of article 242 h A-I of the French General Tax Code;
Pay to the Treasury the tax mentioned on the invoices issued in its name and on its behalf;
Immediately ask to receive the duplicate invoice if it has not been made available by the OPERATOR on the "Invoice" tab their its BACK OFFICE;
Report any changes in the information concerning the identification of their company.

The SELLER retains full responsibility for its legal obligations under the initial and, where applicable, corrective invoices issued in its name and on its behalf by the OPERATOR, in particular with regard to its tax declaration and payment obligations in respect of VAT.

The SELLER shall remain liable for the VAT due, where relevant, in application of Article 283-3 of the French General Tax Code, when this is erroneously invoiced.

The SELLER expressly accepts that the OPERATOR may have recourse to a subcontractor for the provision of the services covered by this mandate.

The OPERATOR shall not be held liable in the event of the issue of invoices that are not compliant, are incomplete or contain errors if they have been issued on the basis of incomplete, out-of-date or erroneous information transmitted by the SELLER.

ARTICLE 6. FINANCIAL TERMS AND CONDITIONS

The SELLER pays for access to the SERVICES through a subscription and management fees.

6.1. SUBSCRIPTION

When registering, the SELLER selects the desired subscription :

A monthly subscription taken out by a professional, natural or legal person (UNIQUE)

Subscriptions are taken out in accordance with the offers in force on the day the SELLER registers.

The UNIQUE subscription is offered at a monthly rate of ninety-nine euros excluding tax (€99 excluding tax).

The OPERATOR reserves the right to modify the price of subscriptions in accordance with the regulations in force.

As an exception to the subscriptions defined above, the OPERATOR may from time to time propose specific offers, such as launch offers or promotional offers.

Specific offers may be conditional on the entry of a so-called "promotional" code. This code must be entered by the SELLER in order to benefit from it.

This code can only be used once during its validity period. It is personal and non-transferable.

The SELLER undertakes to meet the conditions for benefiting from the offer and not to disclose their code to a third party who might be likely to use it. If they fail to do so, they may be subject to the penalties set out in Article 10.2. of these Conditions

Information on the terms, duration and conditions of these specific offers is available on the WEBSITE.

Under no circumstances may price fluctuations or promotions subsequent to the date of registration give rise to a claim or cancellation of the subscription by the SELLER.

The subscription takes effect from the validation of the registration for a fixed period starting on that same date until the last day of the current month plus one month or one year depending on the subscription chosen. It is renewed tacitly for the same period.

If the SELLER is exhibiting at a physical trade show organized by the OPERATOR or one of its Group companies at the time of validation of the registration, the SELLER benefits from a free period of one (1) additional calendar month.

If the SELLER is exhibiting at the next session of one of the physical trade shows organized by the OPERATOR or one of its Group companies (excluding SIAL) at the time of validation of his registration, then the subscription is financed by the OPERATOR or one of its Group companies (excluding SIAL). The subscription is valid from the 1st day of the month of the show until the last day of the month preceding the following edition.

All SELLERS benefit from a free period during the calendar month during which their registration is validated, with the payment of the subscription being due on the 1st of the following month.

The current subscription offers are available from the "Subscription" tab of the SELLER's BACK OFFICE.

If the SELLER wishes to increase the duration of their subscription, they may contact the OPERATOR by telephone on +33 9 78 46 45 32, send a request by e-mail to the address: sellers @cxmp.com or fill in the contact form available for this purpose in the "Subscription" tab of their BACK OFFICE. The new subscription will take effect on the 1st of the month following the request.

For monthly subscriptions, the OPERATOR shall issue its subscription invoice on the 1st of each month following the month in which the SELLER's registration was validated or, if the SELLER is an exhibitor at a physical show, on the 1st of each month following the expiry of the free month.

6.2.FEE & MANAGEMENT FEES

The SERVICES provided to the SELLER are also remunerated by a fee of 6% and management fees of 2% of the amount excluding tax of each order definitively redeemed.

In the event of cancellation of a sales contract concluded between the SELLER and the BUYER, subsequent to the collection of payment for the order, part or all of these amounts shall be refunded to the BUYER. This refund is subject to prior acceptance by the SELLER.

If the sale is cancelled by the SELLER, 6% of the amount excluding taxes of the order is invoiced to him as Commission. 2% of the amount excluding taxes of the order is invoiced as management fees.

If the sale is cancelled by the BUYER,6% of the amount excluding taxes of the order is invoiced to him as Commission. 2% of the amount excluding taxes of the order is invoiced as management fees.

Any outstanding balance of the fee and management fee charged is credited back to the SELLER's Payment Account

The OPERATOR shall issue its invoices for fee and management fees on the 5th, 15th and 25th of each month on the basis of sales for which payment was definitively collected by the SELLER, between the first sale and the last sale giving rise to the last invoice.

6.3. OPTIONAL

The OPERATOR may offer the SELLER options in order to allow them to benefit from additional services, in particular relating to the creation of their SALES AREA or the integration of their PRODUCT CATALOGUE.

In any event, the nature of the additional services proposed, and their terms and conditions shall be described in a prior quotation which must be expressly accepted by the SELLER.

6.4. SETTLEMENT

Each invoice issued by the OPERATOR is available in the "Invoice" tab of the SELLER's BACK OFFICE and is settled on its receipt by SEPA direct debit (SDD) from the SELLER's Payment Account opened with the PAYMENT SERVICE PROVIDER.

In the absence of proof to the contrary, the data recorded in the "Orders" and "INVOICE" tabs of the BACK OFFICE constitute proof of all transactions between the Parties.

The data recorded by the payment system constitutes proof of the financial transactions.

In the event of non-payment of invoices on the due date, the SELLER's access to their account may be suspended.

Any SELLER who is in arrears with their payments shall automatically owe the OPERATOR a fixed indemnity for collection costs in the amount of forty (40) euros.

6.5. VALUE ADDED TAX

All prices indicated on the documents issued by the OPERATOR are expressed in euros and excluding tax.

In accordance with the legal and regulatory provisions applicable to the services, the prices are subject to value added tax (VAT) at the applicable rate.

The SELLERS have the possibility of obtaining the refund of the VAT under the conditions defined in articles 242-0 M et seq of the Annex II of the French General Tax Code, namely:

- For companies in the European Union:

Submit a refund application via the electronic portal set up by the French Government in which the SELLER is established in accordance with the provisions of Directive 2008/9/EC of 12 February 2008. This operation is carried out in France on the French tax portal: www.impots.gouv.fr.
A dematerialised copy of the originals of invoices for an amount exceeding €1,000 excluding VAT must be attached electronically.

Submit the application for reimbursement by 30 September of the calendar year following the reimbursement period.

- For companies outside the European Union:

The SELLERS concerned must designate a fiscal representative in France to complete the formalities, which must be carried out via the electronic portal www.impots.gouv.fr.

6.6. EXEMPTION OFFERS ONGOING

By way of exception and as indicated in article 6.1 above, the OPERATOR may make SELLERS that meet specific conditions special financial offers such as:

LAUNCH OFFER

In order to introduce the advantages of the E-SHOP PLATFORM, the OPERATOR offers SELLERS a five (5) month subscription at one euro (€1) to SELLERS who are validated registered starting on 15 december 2021 under article 4.2.4 of the General Terms and Conditions of Use and Service (T&CUS)

The SERVICES provided to the SELLER are also remunerated by management fees of 2% of the amount excluding taxes of each order definitively collected.

This so-called LAUNCH OFFER subscription is valid until 31 June 2022.

In addition, and notwithstanding article 6.1 of the T&CUS, the SELLER, regardless of whether or not they are an exhibitor at a physical show, shall only benefit from the free period of the month during which their registration was validated.

The OPERATOR shall issue their subscription invoice on the 1st day of each month following the expiry of the free period.

Notwithstanding articles 6.1 and 10.1 of the T&CUS, this subscription shall come into force, in its SERVICES aspect, and shall take effect, as from the validation of the SELLER's registration by the OPERATOR under the conditions of article 4.2.4 of the T&CUS, for a fixed and firm period of five (5) months, increased by the free period.

The SELLER may not terminate their LAUNCH OFFER subscription before the end of its term.

At the end of this period, the LAUNCH OFFER subscription is tacitly under the conditions of the WOOD or BLOOM monthly subscriptions, unless the SELLER has indicated otherwise within eight (8) days before the end of their subscription.

The amount of the WOOD or BLOOM subscription is due on the 1st of the following month.

The other provisions of the GCUS remain unchanged and applicable.

EARLY BIRD OFFER:

As part of the continued launch of the E-SHOP PLATFORM, the OPERATOR offers a five (5) month subscription at one euro (€1) to the first three hundred (300) new SELLERS registered starting on 17 February 2022 and validated within the meaning of article 4.2.4 of the General Terms and Conditions of Use and Service (T&CUS). This offer is valid until 31 October 2022.

The OPERATOR shall issue their subscription invoice on the 1st day of the month following the expiry of the free period.

Notwithstanding articles 6.1 and 10.1 of the T&CUS, this subscription shall come into force, in its SERVICES aspect, and shall take effect, starting from the validation of the SELLER's registration by the OPERATOR under the conditions of article 4.2.4 of the T&CUS, for a fixed and firm period of five (5) months, increased by the free period.

The SELLER may not terminate their EARLY BIRD subscription before the end of its term.

At the end of this period, the EARLY BIRD subscription is tacitly renewed under the conditions of the WOOD or BLOOM monthly subscriptions, unless the SELLER has indicated otherwise within eight (8) days before the end of their EARLY BIRD subscription.

The amount of the WOOD or BLOOM subscription is due on the 1st of the following month.

The other provisions of the T&CUS remain unchanged and applicable.

EXCEPTIONAL OFFER :

In order to introduce the advantages of the E-SHOP PLATFORM, the OPERATOR offers SELLERS eligible for the WOOD subscription (professionals, natural or legal persons, who have been in business for more than three (3) years), the possibility of benefiting from a subscription with a firm commitment period of six (6) months at the price of ninety-nine euros (€99) per month, excluding tax.

The SERVICES provided to the SELLER are also remunerated by management fees of 4% of the amount excluding taxes of each order definitively collected.

This so-called EXCEPTIONAL OFFER subscription is valid until 01 December 2023.

The OPERATOR shall issue their subscription invoice on the 1st day of each month following the expiry of the free period.

The SELLER may not terminate their EXCEPTIONAL OFFER subscription before the end of its term.

At the end of this period, the EXCEPTIONAL OFFER subscription is tacitly renewed under the conditions of the WOOD monthly subscription, unless the SELLER has indicated otherwise within eight (8) days before the end of their EXCEPTIONAL OFFER subscription.

The amount of the WOOD subscription is due on the 1st of the following month.

The other provisions of the GCUS remain unchanged and applicable.

SALON INTERNATIONAL DE LA LINGERIE OFFER

The OPERATOR offers a five (5) month subscription at one euro (€1) to SELLERS who are validated under article 4.2.4 of the General Terms and Conditions of Use and Service (T&CUS) and who are also registered as exhibitors at the next edition of the Salon International de la Lingerie.

The SERVICES provided to the SELLER are also remunerated by management fees of 4% of the amount excluding taxes of each order definitively collected.

This subscription is valid until 15 Octobre 2022.

The OPERATOR shall issue its subscription invoice on the 1st day of the month following the expiry of the free period.

The SELLER may not terminate their subscription before the end of its term.

At the end of this period, the subscription is renewed tacitly under the conditions of the WOOD or BLOOM monthly subscriptions, unless the SELLER has indicated otherwise within eight (8) days before the end of their subscription.

The amount of the WOOD or BLOOM subscription is due on the 1st of the following month.

The other provisions of the T&CUS remain unchanged and applicable.

ARTICLE 7. OBLIGATIONS AND LIABILITY OF THE OPERATOR

It is expressly agreed between the PARTIES that the OPERATOR is subject to a general obligation of means in the performance of its SERVICES.

7.1. SECURITY

The OPERATOR undertakes to make every effort to:

Guarantee the physical and logical security of its information systems;
Enable commercial exchanges and transactions to be carried out in a secure environment using a reliable computer protocol;
Minimise the risk of a security breach.

7.2. AVAILABILITY AND MAINTENANCE

The OPERATOR undertakes to make every effort to make the E-SHOP PLATFORM and SELLER's SALES AREA accessible at all times, except in the event of force majeure or an event beyond the OPERATOR's control.

However, the OPERATOR shall not be held responsible for any disruptions, interruptions or anomalies that are not of its making and that affect, for example, transmissions via the Internet network and more generally via the communication network, regardless of the extent and duration thereof.

The OPERATOR reserves the right to temporarily interrupt access to the E-SHOP PLATFORM or to suspend all or part of the SERVICES for maintenance reasons, for the improvement and installation of new functionalities, to audit the proper functioning or in the event of a malfunction, a threat of malfunction, or for compliance with security standards.

The OPERATOR undertakes to correct any blocking anomaly or implement a workaround solution within a maximum of forty-eight (48) working hour(s) from the date of its notification by the SELLER to the address [email protected]

A blocking anomaly refers to a malfunction that prevents the use of all or part of the essential functions of the SALES AREA enabling them to trade.

The OPERATOR undertakes to deal with any non-blocking anomaly (workaround solution) within seven (7) working days of its notification by the SELLER to the address [email protected] and within ten (10) working days for its final resolution.

A non-blocking anomaly refers to all malfunctions other than those defined in the blocking anomalies, in particular those that prevent the normal use of all or part of the non-essential functionalities of the BACK OFFICE and the SALES AREA, such as sales tracking, or those that can be worked around.

Minor anomalies will be corrected within a maximum of one (1) month.

The OPERATOR provides SELLERS with an assistance service accessible:

by telephone on +33 9 70 84 51 28 from 10am to 5pm from Monday to Friday, Paris time. These times may change depending on the activity of the PLATFORM. The OPERATOR will inform the SELLER by email.
by email to [email protected]

Any intervention resulting from misuse by the SELLER of the E-SHOP PLATFORM or the SERVICES may give rise to specific invoicing after acceptance of a prior quote to remedy the consequences thereof.

7.3. CONTENT

7.3.1. Storage of CONTENT

The OPERATOR shall comply with the legal and regulatory time limits for the storage of the PLATFORM user's CONTENT on the PLATFORM.

In accordance with Article L.123-22 of the French Commercial Code, invoices and accounting data are kept for ten (10) years.

Pursuant to Articles 2224 et seq. of the French Civil Code, evidence of the existence of the CONTRACT shall be kept for five (5) years.

In application of article 6 II of French Act n°2004-575 of 21 June 2004 on confidence in the digital economy, data is stored under the conditions of French Decree n°2021-1362 of 20 October 2021.

In the event of termination of the CONTRACT, the procedures for deleting the CONTENT are detailed in Article 10.3 hereof.

7.3.2. Host of the CONTENT

The OPERATOR is the host of the CONTENT published by the SELLER on its SALES AREA, within the meaning of Article 6.I.2 of French Act No. 2004-575 of 21 June 2004 on confidence in the digital economy.

In this respect, the OPERATOR has the right to withdraw any obviously illicit CONTENT published on the SELLER's SALES AREA that has been duly notified to it by any user of the WEBSITE or the PLATFORM by email to the following address: [email protected] and by registered mail with acknowledgement of receipt to the following address: COMEXPOSIUM - 70 Avenue du Général de Gaulle 92800 Puteaux.

In accordance with the provisions of article 6 I 5° of French Act n°2004-575 of 21 June 2004 on confidence in the digital economy, the notification by the user of the WEBSITE or the PLATFORM must include the following information:

- if the user of the WEBSITE or the PLATFORM is a natural person: their last name, first name, e-mail address;

- if the user of the WEBSITE or the PLATFORM is a legal entity: its corporate form, its company name, its e-mail address;

- if the user of the WEBSITE or the PLATFORM is an administrative authority: its name and e-mail address;

- a description of the disputed CONTENT, its precise location and, where applicable, the electronic address(es) to which it is made available;

- the legal grounds on which the disputed CONTENT should be removed or made inaccessible;

- a copy of the correspondence sent to the author or publisher of the contentious information or activities requesting their interruption, withdrawal or modification, or justification for the fact that the author or publisher could not be contacted, except for the offences mentioned in the third subsection of paragraph 7 of this I as well as in Article 24a and the third and fourth paragraphs of Article 33 of the Act of 29 July 1881 on the freedom of the press, namely the offences of denial of crimes against humanity, incitement to commit acts of terrorism and their glorification, crimes of enslavement or exploitation of a person reduced to slavery, crimes and offences of collaboration with the enemy, incitement to racial hatred, hatred of persons on the basis of their gender, sexual orientation, gender identity, ethnic origin, religion or disability, as well as child pornography, incitement to violence, including incitement to sexual and gender-based violence, and violations of human dignity.

7.4. FINANCIAL TRANSPARENCY

In accordance with Article 242 bis of the French General Tax Code, the OPERATOR informs the SELLER of their civil and fiscal obligations.

At each transaction, they shall provide fair, clear and transparent information on the SELLER's tax and social obligations.

In this respect, the OPERATOR is required to transmit information relating to the tax regimes and social regulations applicable to these sums, the resulting declaration and payment obligations to the tax authorities and the bodies responsible for collecting social security contributions, as well as the penalties incurred in the event of failure to meet these obligations.

To this end, the links to the websites of the administrations providing access to this information are mentioned below:

- www.impots.gouv.fr, concerning tax obligations, the following link: https://www.impots.gouv.fr/portail/node/10841

- www.urssaf.fr, concerning social obligations, the following link: https://www.urssaf.fr/portail/home/espaces-dedies/activites-relevant-de-leconomie.html.

This information is also brought to the attention of SELLERS in the items summarising the turnover generated by the SELLER and the corresponding commission received by the OPERATOR.

No later than 31 January of each year, the OPERATOR shall send each SELLER a summary of the orders processed via the E-SHOP PLATFORM, as well as the overall turnover achieved by the SELLER.

A summary of all invoices issued by the OPERATOR in the name and on behalf of the SELLER is available in the "Invoice" tab of the SELLER's BACK OFFICE.

The turnover generated through the E-SHOP PLATFORM must be declared to the relevant tax authorities in the same way as other income generated by the SELLER in the course of their business activity.

7.5. LIABILITY

It is recalled that the OPERATOR's liability can only be incurred in the event of proven serious fault.

The OPERATOR shall not be liable as an intermediary:

In the conclusion and execution of the sales contract concluded between the SELLER and the BUYER and in particular in the event of default of payment by the BUYER or in the event of violation by the SELLER of its contractual or legal obligations in particular relating to the common law of the sale including electronic commerce and its outcomes;
In the execution of the payment services, which is carried out by the PAYMENT SERVICE PROVIDER.

Current Internet communication protocols do not allow for a certain and continuous transmission of electronic exchanges.

Consequently, the OPERATOR shall not be held liable in the event of force majeure, network and/or server malfunction, loss of CONTENT, breakdowns, interruptions, external intrusions, computer viruses preventing access to the PLATFORM or to any of its functions, or maintenance work necessary for the proper functioning of the PLATFORM or any other event beyond its control.

The OPERATOR shall not be liable to the SELLER for the positioning of their PRODUCTS in searches carried out by users of the WEBSITE or the E-SHOP PLATFORM and which the SELLER considers unsatisfactory.

In the event of liability on the part of the OPERATOR, this liability is limited to the facts which are directly attributable to the OPERATOR and which cause the SELLER direct, real and certain damage, to the exclusion of any indirect damage.

The compensation due to the SELLER shall be capped, for all claims combined, at the sums (including subscription and commissions) paid by the SELLER during the last three (3) months prior to the latter's claim.

In any event, the SELLER may only seek the liability of the OPERATOR after having previously notified the OPERATOR by registered letter with acknowledgement of receipt of the alleged breach within a period of thirty (30) days from the occurrence of the alleged breach.

As from the receipt by the OPERATOR of the registered letter with acknowledgement of receipt from the SELLER, the PARTIES undertake to attempt to find an amicable resolution to their dispute.

If, by mutual agreement, they consider that the OPERATOR’s liability was engaged, they shall attempt to agree on the compensation that shall be awarded to the SELLER up to the amount of the loss that they will have suffered, taking into account the limit of liability agreed and recalled above.

If no agreement is reached by the PARTIES within two (2) months of the receipt by the OPERATOR of the registered letter with acknowledgement of receipt from the SELLER, each PARTY shall recover their full freedom of action .

The OPERATOR calls upon external service providers or partners to perform all or part of the SERVICES. The service providers and partners are responsible for the execution of the SERVICES entrusted to them.

ARTICLE 8. OBLIGATIONS OF THE SELLER

8.1. TERMS AND CONDITIONS OF ACCESS TO THE E-SHOP PLATFORM

Users of the E-SHOP PLATFORM acknowledge that they have the necessary skills and means to access the E-SHOP PLATFORM and to use the SERVICES subscribed to.

Users are solely responsible for their internet connection and/or the devices they use to access the PLATFORM.

Users acknowledge that they have checked that the computer configuration used does not contain any virus and that it is in perfect working order.

Users of the PLATFORM acknowledge that they have taken all necessary measures to protect their computer system against any contamination by potential viruses and against any attempt at intrusion by third parties.

Users of the PLATFORM are responsible for any loss or damage, material or immaterial, which results from their use of the PLATFORM.

The OPERATOR shall not be liable for any costs associated with the use of the PLATFORM by the user of the PLATFORM (computer equipment, Internet connection, etc.).

8.2. INFORMATION GIVEN AND PROPER USE

The SELLER uses the information available on the E-SHOP PLATFORM, including that relating to BUYERS. The SELLER shall, if necessary, carry out the necessary verifications.

All users of the PLATFORM undertake not to infringe the rights of third parties or the image of the OPERATOR.

In this respect, and without this list being restrictive, users of the PLATFORM undertake not to:

impersonate any other person or entity;
offer or promote an undeclared, illicit or illegal activity;
make unsolicited offers, advertisements, proposals or send spam to other users of the PLATFORM;
defame, harass, abuse, threaten or defraud other users of the PLATFORM;
collect information about other users of the PLATFORM, such as contact addresses or other personal information, and use it for purposes other than those intended by the use of the PLATFORM;
collect, or attempt to collect, contact addresses or other personal information about other users of the PLATFORM without their consent;

Users of the PLATFORM also undertake not to share any CONTENT or hypertext link containing, without this list being exhaustive:

pornographic, paedophilic, violent, obscene or seriously offensive CONTENT;
CONTENT that infringes the property rights of third parties and/or the OPERATOR;
CONTENT that could be qualified as or constitute incitement to commit crimes or offences, discrimination, hatred or violence, particularly on the grounds of race, ethnicity or nation, glorification of Nazism, denial of the existence of crimes against humanity, undermining the authority of justice, defamation, insult, denigration, invasion of privacy, or the performance of acts endangering minors;
CONTENT intended to display prohibited objects or works, messages of a defamatory, rude, insulting, violent or law-breaking nature, messages inciting the consumption of prohibited substances or suicide;
CONTENT containing personal details and information enabling the precise geographical location of an individual and/or messages infringing the rights of others and the security of persons and property in violation of the privacy of correspondence;
messages enabling third parties to obtain, directly or indirectly, pirated software, software serial numbers enabling acts of piracy and intrusion into computer and telecommunications systems, viruses and other logic bombs and, in general, any tool or software;
CONTENT with negative or discriminatory connotations (for example, a pseudonym: anti-"X"), of a political, religious, fascist, xenophobic, racist, sectarian or similar nature, insults or threats.

8.3 INTEGRITY

Users of the PLATFORM undertake to respect its integrity. They shall not hinder or force the operation of the PLATFORM, nor shall they fraudulently modify, alter or delete the CONTENT accessible via the PLATFORM, nor shall they fraudulently introduce data onto the PLATFORM.

8.4. UNDERTAKINGS AND LIABILITY

The SELLER undertakes to:

comply with these terms;
provide up-to-date, accurate, truthful, fair and not misleading information;
provide all documents and information in their possession necessary for the performance of the SERVICES;
respect the BtoB nature of the PLATFORM;
be up to date with all their obligations, in particular with regard to the exercise of a commercial activity (registration, accounting, social and tax obligations, etc.), the protection of personal data, the fight against corruption and undeclared employment, and compliance with the specific standards applicable to their activity;
comply with all laws and regulations in force governing, in particular, communication on the Internet or rules that could prevent or limit the distribution of information or data. It is specified that this obligation is extended to compliance with the standards in force in each country targeted by the SELLER.
have the capacity and authority to carry out commercial acts on the E-SHOP PLATFORM;
hold all the rights and/or authorisations necessary for the marketing of the PRODUCTS;
be sincere and loyal in the information they provide, to establish in good faith precise and accurate descriptions that do not risk misleading other users of the WEBSITE and the E-SHOP PLATFORM;
comply with the legislation in force, in particular that relating to advertising, applicable to the PRODUCTS they present on the WEBSITE and the E-SHOP PLATFORM;
provide PRODUCTS that meet the characteristics described on the E-SHOP PLATFORM and to respect the deadlines and conditions of delivery of the PRODUCTS;
offer a minimum of twenty (20) product lines in their PRODUCT CATALOGUE;
respect, for each PRODUCT photograph: a maximum size of 500 Kb; the recommended format is a square measuring 900 pixels by 900 pixels, a plain background, a JPEG or PNG format;
hold the intellectual property rights or any required authorisation over all the CONTENT;
make a regular backup of its CONTENT;
provide the contact details of a single correspondent, the sole contact for the OPERATOR, and regularly update the information in their PROFILE and their SALES AREA;
publish its own General Terms and Conditions of Sale in its BACK OFFICE so that they are available on the E-SHOP PLATFORM. The SELLER's T&Cs shall be compatible with these T&CUSs and shall comply with the rules relating to common law on sales, including e-commerce and its outcomes;
pay for corrective maintenance services after acceptance of the estimate drawn up by the OPERATOR when these additional services are required as a result of any malfunctioning which may be the consequence of:
- the SELLER's failure to comply with the obligations set forth herein and, in particular, the improper use of their BACK OFFICE, its SALES AREA or the SERVICES,
- the use of their BACK OFFICE, their SALES AREA or the SERVICES by an unauthorised third party,
- the SELLER's failure to train their staff in the use of the E-SHOP PLATFORM,
- the lack of sufficient detail in any error report to the OPERATOR;
refrain from undermining, in accordance with articles 323-1 et seq. of the French Criminal Code, the automated data processing systems implemented for the operation of the PLATFORM and the BACK OFFICE;
respect the privacy of third parties and the confidentiality of exchanges with the OPERATOR or any other user of the PLATFORM;
be loyal to the OPERATOR and other users of the WEBSITE and the PLATFORM, in particular by refraining from:
- any action that has the purpose or effect of diverting or attempting to divert another user from the E-SHOP PLATFORM;
- any action with the aim or effect of inciting all or part of the users of the WEBSITE not to register on the E-SHOP and/or EVENT PLATFORM;
- any action with the aim or effect of inciting all or part of the WEBSITE users not to trade on the E-SHOP PLATFORM;
- any act of unfair competition and/or parasitic behaviour against the OPERATOR and any user of the PLATFORM;
- any act of fraud such as taking advantage or attempting to take advantage of a promotional offer without fulfilling the conditions;
respect the intellectual and industrial property rights held by the OPERATOR and used by them in the context of the operation of the WEBSITE.

Any user of the WEBSITE or the PLATFORM who notices a breach of one of the SELLER's commitments may inform the OPERATOR by e-mail at [email protected]

As a publisher within the meaning of French regulations and case law, the SELLER is solely responsible for the CONTENT they publish on the WEBSITE and/or the PLATFORM, and for their compliance with the applicable regulations. In this respect, the SELLER shall be personally responsible for any dispute or legal action relating to the said CONTENT. Under no circumstances shall the OPERATOR be held liable in the event of infringement of third-party rights or in the event of errors or omissions.

The SELLER acknowledges that the commercial transactions carried out through the PLATFORM are under their sole responsibility.

As a sales intermediary, the OPERATOR's sole purpose is to facilitate exchanges and to put SELLERS and BUYERS in contact with one another. The OPERATOR does not check the CONTENT before they are posted online, intervening only a posteriori in the event of notification by any user of the WEBSITE and/or the PLATFORM.

SELLERs shall compensate the OPERATOR for any damage, financial loss, condemnation or costs.

The SELLER guarantees the OPERATOR against any liability action that may be brought against it due to faults committed by the SELLER in the use of the PLATFORM, such as the violation of a third party's right, including that of another user of the PLATFORM, regardless of whether this prejudice results from the sale of PRODUCTS or, more broadly, from any other fact attributable to the SELLER.

The SELLER is solely responsible for the commitments they make to the users of the PLATFORM in their SALE AREA and in their exchanges. The SELLER shall manage any disputes and/or complaints from BUYERS, without the OPERATOR being held liable in any way.

ARTICLE 9. INTELLECTUAL PROPERTY

9.1. PROPERTY OF THE OPERATOR

The SELLER acknowledges the intellectual property rights of the OPERATOR to the WEBSITE and the PLATFORM, its components and the content thereof and waives the right to dispute these rights in any form whatsoever.

The contents of the WEBSITE and the PLATFORM - with the exception of the CONTENT specific to each user category - are the exclusive intellectual property of the OPERATOR and/or its partners, and may not be reproduced, used or represented without the express authorisation of the OPERATOR, and may be prosecutable.

Any total or partial representation of the WEBSITE and/or the PLATFORM and its contents, by any means whatsoever, without the prior express authorisation of the OPERATOR is prohibited and will result in legal proceedings.

Subject to the provisions hereof, the SELLER shall refrain from directly or indirectly using the trademarks and more particularly the CXMP trademark, logos or distinctive signs of which the OPERATOR is the owner or holder of exploitation rights.

The SELLER's acceptance of these terms and conditions does not give them any right to the intellectual property rights or know-how held by the OPERATOR and used in the operation of the WEBSITE.

9.2. PROPERTY OF THE PLATFORM USER

The user of the PLATFORM holds all intellectual property rights to the CONTENT that they put online via their BACK OFFICE.

The user of the PLATFORM grants a free and non-exclusive licence to the OPERATOR to use, reproduce, represent, adapt and make available to the public its CONTENT, including in particular brands, logos, creations protected by copyright and all visible distinctive signs, with a view to the performance of this agreement and any associated contract. This licence shall be valid for the entire duration of its use of the PLATFORM and worldwide.

9.3. RIGHT TO USE THE PLATFORM

The OPERATOR grants each user of the PLATFORM a non-exclusive right of access and use of the PLATFORM and the associated software solution, to enable them to use the functionalities specific to their category.

This right of access and use is non-transferable and shall not be considered as a transfer of ownership of any kind to the user of the PLATFORM. The latter shall therefore refrain from transferring, exchanging, lending, renting or granting to a third party, even free of charge, any right of use granted hereunder.

By way of exception, the user of the E-SHOP PLATFORM may grant their right of access and use of the E-SHOP PLATFORM by creating up to three sub-accounts for the benefit of collaborators and/or employees of their company via the "Create a sub-account" tab.

The user of the E-SHOP PLATFORM defines the accesses and functionalities open to these collaborators and/or employees.

They will remain fully responsible for the sub-accounts created and the activity carried out from them.

Any use that does not comply with these terms and conditions may result in legal action.

ARTICLE 10. DURATION - TERMINATION

10.1. DURATION

The CONTRACT is concluded as soon as the SELLER's account is activated by the OPERATOR.

It comes into force, in its use aspect, as soon as the SELLER's account is activated on the www.cxmp.com website by the OPERATOR and for the entire unlimited duration of access to the E-SHOP PLATFORM (article 4.2.2).

The SERVICES aspect of the contract comes into force as soon as the SELLER's registration is validated by the OPERATOR (article 4.2.4) for a fixed term starting on that same date and ending on the last day of the current month plus one month or one year depending on the subscription chosen. It is tacitly renewed for identical periods.

The CONTRACT may be terminated by either of the PARTIES under the conditions set out below.

10.2. GROUNDS FOR SUSPENSION AND TERMINATION

10.2.1. Automatic suspension

The OPERATOR reserves the right to suspend the SELLER's account in the event of non-compliance with the following obligations considered essential:

In the event of failure to update the information concerning them;
In case of violation by the SELLER of the applicable PRODUCT regulations;
In the event of infringement duly established by a court decision, regardless of its date, when the SELLER has not complied with the decision;
In the event of failure to provide accurate and compliant information on the PRODUCTS offered in its SALES AREA;
In case of non-payment of their subscription by the SELLER;
In the event of non-compliance with the regulations in force relating to the exercise of its activity, particularly in terms of accounting, social and tax obligations, protection of personal data, the fight against corruption and concealed employment or in terms of obligations specific to their activity;
In the event of non-compliance with the regulations governing communication on the Internet or rules that could prevent or limit the dissemination of information or data;
In the event of failure to communicate or update the documents and information necessary in light of changes in regulations or the management of payments requested of the SELLER by the OPERATOR or the PAYMENT SERVICE PROVIDER;
In the event of non-publication or non-conformity of their GTC with these T&CUS and the rules relating to the common law of sale, including e-commerce, and its outcomes;
In the event of non-compliance with the quality commitments as referred to in Article 5.2.2.7 hereof;
In the event of non-compliance with the obligations of confidentiality and non-disclosure of its IDENTIFIERS and/or promotional codes.
In the event of an act with the aim or effect of diverting or attempting to divert another user of the E-SHOP PLATFORM;
In the event of any action with the aim or effect of inciting all or part of the WEBSITE users not to register on the E-SHOP PLATFORMS and/or EVENTS;
In the event of any action having the aim or effect of causing all or some of the users of the E-SHOP PLATFORM not to trade on it.

If the SELLER is also an EXHIBITOR on the EVENT PLATFORM, the suspension of their account shall apply to all the functions and services from which they benefit.

In the event that their account is suspended, the SELLER is no longer visible to the users of the WEBSITE and the PLATFORM.

They nevertheless retain access to their BACK OFFICE to make the necessary corrections and modifications.

The SELLER shall be informed of the suspension by e-mail and/or registered letter with acknowledgement of receipt, indicating the alleged grievances and the obligations allegedly not met.

The SELLER has thirty (30) days to remedy the grievances raised as of the receipt of the e-mail or registered letter notifying them of the suspension, and in the latter case, if not received in hand, as of its first attempted delivery.

If no reply is received within this period, the suspension shall result in the termination of this CONTRACT for cause.

In the event of suspension of the Payment Account by the PAYMENT SERVICE PROVIDER in the cases referred to in article 18 of the payment services framework contract, the SELLER's account is immediately suspended, without the OPERATOR being held responsible for the consequences of this suspension or becoming liable for the payment of any compensation.

10.2.2 Termination

10.2.2.1. – No-fault termination

Termination by the SELLER:

A SELLER with a monthly subscription may terminate this CONTRACT at any time, subject to eight (8) days' notice.

A SELLER with an annual subscription may terminate this CONTRACT at any time, subject to thirty (30) days' notice.

Termination by the OPERATOR:

With regard to monthly subscriptions, the OPERATOR, in the absence of any fault on the part of the SELLER, may terminate this CONTRACT subject to the observance of a notice period of fifteen (15) days, increased by thirty (30) days for each full year during which the SELLER was listed on the E-SHOP PLATFORM.

With regard to annual subscriptions, the OPERATOR, in the absence of fault on the part of the SELLER, may terminate this CONTRACT subject to the observance of a notice period of thirty (30) days, increased by fifteen (15) days for each full year during which the SELLER was listed on the E-SHOP PLATFORM.

Implementation and effect of termination:

The termination of this CONTRACT shall be notified by e-mail or by registered mail with acknowledgement of receipt to the SELLER at the address indicated in their BACK OFFICE, and to the OPERATOR at the address [email protected] or of its registered office. The notice period shall begin to run from the date of receipt of the said e-mail or letter, or in the latter case, if not received in hand, from its first attempted delivery. At the end of the notice period, the SELLER is no longer visible to users of the WEBSITE and the E-SHOP PLATFORM and no longer has access to their BACK OFFICE.

The termination of the SELLER's subscription does not entitle them to any compensation, regardless of who terminated it. Any subscription period that has begun shall remain payable in full. The sums paid by the SELLER for their monthly or annual commitment (subscription and management fees) are therefore not refunded, which the SELLER expressly accepts.

10.2.2.2. - Termination for cause

The CONTRACT is automatically terminated:

At the end of the suspension procedure applicable to the core obligations referred to in Article 10.2.1;
In the event of non-compliance by one of the PARTIES with one or more of their obligations considered essential, such as:
- having the capacity and authority to enter into commitments (aged 18+, not disqualified from their profession, no insolvency proceedings ongoing, etc.);
- being a PROFESSIONAL in one of the sectors of activity connected with the sectors proposed by the E-SHOP PLATFORM, i.e. food, fashion, lingerie, optics, sport or lifestyle;
- having submitted information on them that is up-to-date, accurate, sincere, and non-misleading, free of fraud or impersonation;
having faithfully communicated information that is essential for their co-contractor;
If one of the PARTIES has committed a serious breach such as:
- publishing manifestly unlawful CONTENT;
- offering or promoting an undeclared, illicit or illegal activity;
- defaming, harassing, abusing, threatening or defrauding other users of the PLATFORM;
- collecting information about other users of the PLATFORM such as contact addresses or any other personal information to use for purposes other than those provided for in the SERVICES offered by the PLATFORM;
- collecting, or attempting to collect, contact addresses or other personal information about other users of the PLATFORM without their consent;
- infringing the privacy of third parties and the confidentiality of exchanges with the OPERATOR or any other user of the PLATFORM;
- undermining the automated processing systems implemented for the operation of the PLATFORM
- any action that has the purpose or effect of diverting or attempting to divert another user from the E-SHOP PLATFORM;
- any action with the aim or effect of inciting all or part of the users of the WEBSITE not to register on the E-SHOP PLATFORMS and/or EVENTS;
- any action with the aim or effect of inciting all or part of the users of the E-SHOP PLATFORM not to trade on it;
- engaging in disloyal behaviour against the OPERATOR or one or more users of the PLATFORM, such as referred to in Article 8.4 hereof.

The termination of this CONTRACT shall be notified by e-mail or registered letter with acknowledgement of receipt to the SELLER at the address indicated in its BACK OFFICE, and to the OPERATOR at the address [email protected] or of its registered office. It shall take effect as of this notification.

10.3 CONSEQUENCES OF TERMINATION AND REVERSIBILITY

Any termination will result in the SELLER's access to their BACK OFFICE being terminated.

It shall also result in the removal of their access to the various services and functionalities of the E-SHOP PLATFORM and, where applicable if the SELLER is also an EXHIBITOR, of the EVENT PLATFORM, as well as the removal of its CATALOGUE from the said PLATFORMS.

Termination of the CONTRACT shall entail termination of all ancillary contracts concluded, closure of the payment account and, once the last commissions have been received by the OPERATOR, transfer of the funds to the bank account designated by them.

The SELLER must express their wish to obtain the return of all their CONTENT within two (2) months following the end of the CONTRACT. Where applicable, the SELLER may obtain all the CONTENT, files and documents belonging to them and contained in particular in the SALES AREA in a machine readable form within thirty (30) days of their request.

It is however specified that, should the SELLER fail to request the return of the CONTENT, files and documents within two months of the end of the CONTRACT, the OPERATOR may proceed to destroy them.

The SELLER and the BUYER shall be personally responsible for all obligations relating to any orders outstanding at the effective date of termination.

With regard to the removal of access to their BACK OFFICE, the OPERATOR shall transmit to the SELLER by e-mail any essential information or complaint formulated by a BUYER concerning orders validated before the termination takes effect and not yet fully executed.

The OPERATOR shall retain the possibility of communicating with the SELLER for an additional period of six (6) months from the notification of the termination by one of the PARTIES.

Termination of the CONTRACT will result in the automatic deletion of the account.

ARTICLE 11. PERSONAL DATA

Personal data is any information relating to an identified or identifiable natural person. An "identifiable natural person" is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to their physical, physiological, genetic, mental, economic, cultural or social identity, as this term is defined by the regulations in force.

Each of the PARTIES guarantees the other PARTY that it will comply with the legal and regulatory obligations incumbent on it in relation to its role in the protection of personal data, in accordance with Regulation (EU) 2016/679, General Data Protection Regulation (GDPR) and French Act of Parliament 78-17 of 6 January 1978 "Information technology and civil liberties” as amended by Act No. 2008-493 of 20 June 2018.

With regard to the processing of personal data carried out on the PLATFORM, the OPERATOR refers the PLATFORM user to the personal data protection policy, which they are invited to consult on the website wwww.cxmp.com. before accepting it.

11.1. WITH REGARD TO THE PROCESSING PERFORMED BY THE OPERATOR

Pursuant to French Act 78-17 of 6 January 1978 on "Information Technology and Civil Liberties" as amended by Act No. 2018-493 of 20 June 2018, it is reminded that the personal data requested from the PLATFORM user by the OPERATOR is necessary to guarantee access to the PLATFORM's functions and services and its proper use.

The OPERATOR pays particular attention to the protection of personal data. This is an essential condition of the relationship of trust that the OPERATOR and the COMEXPOSIUM Group to which it belongs wish to establish with all those who entrust it with their personal data.

More specifically, the OPERATOR collects and processes the personal data of the PLATFORM user, in particular when creating an account and, depending on the category, when subscribing to the services offered. This data is processed solely to benefit from the features and services of the PLATFORM, including:

To integrate the PLATFORM user into the WEBSITE and the PLATFORM;
To administer the PLATFORM;
To establish visit and use statistics (anonymous and aggregated);
To be able to provide the SELLER with the SERVICES.

All the data of the PLATFORM's user is processed in accordance with this purpose.

The personal data of the PLATFORM user is kept for the duration of their use of the PLATFORM and for three (3) years at the end of the contractual relationship.

They are intended for the OPERATOR as well as for all service providers associated with the operation of the PLATFORM, including the PAYMENT SERVICE PROVIDER or any other subcontractor.

All service providers associated with the operation of the PLATFORM guarantee that they will process this data in compliance with the rights and obligations of French Act n°78-17 of 6 January 1978, amended by Act n°2018-493 of 20 June 2018, and guarantee the same for their possible subcontractors.

In accordance with the applicable regulations, the user of the PLATFORM has a right of query, a right of access, a right of rectification, a right of objection to the processing of their data, a right to erasure and limitation of processing, a right to withdraw their consent at any time and a right to the portability of data collected by the OPERATOR.

The user can rectify, complete, update or delete their data by logging into their account and configuring the settings or by contacting the OPERATOR at:

- [email protected]

- COMEXPOSIUM - 70 Avenue du Général de Gaulle, 92800 Puteaux, by providing proof of identity and a legitimate reason as provided by law.

Finally, the PLATFORM user has the right to lodge a complaint with the French supervisory authority, Commission Nationale de l'Informatique et des Libertés (CNIL), by post at the following address: 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07 or by e-mail at the following link: https://www.cnil.fr/fr/plaintes.

In the event of termination of the contractual relationship for any reason, the PLATFORM user must express their wish to obtain the return of all CONTENT within two (2) months of the end of their CONTRACT.

If necessary, the user of the PLATFORM may obtain all of their CONTENT in a machine readable form within thirty (30) days of their request.

If the PLATFORM user fails to make such a request for return, the OPERATOR may proceed to destroy the CONTENT, files and documents.

11.2. WITH REGARD TO PROCESSING PERFORMED BY THE SELLER

The SELLER may collect and process the personal data of BUYERS and PROFESSIONAL VISITORS of the E-SHOP PLATFORM, such as the name of the company, last names, first names and delivery addresses, in particular via its SALES AREA.

In this respect, it guarantees that it collects and processes this data in compliance with the rights and obligations arising from the French Data Protection Act (“Informatique et Libertés”) and the GDPR.

The OPERATOR shall not be held liable for the use and processing of the data by the SELLER.

11.3. WITH REGARD TO JOINTLY PERFORMED PROCESSING

With regard to the processing of the BUYER's data, the OPERATOR and the SELLER are jointly responsible for the processing carried out through the E-SHOP PLATFORM, in accordance with Article 26 of the GDPR and the amended "Informatique et Libertés" law.

The joint liability does not include processing carried out outside the E-SHOP PLATFORM, for which the SELLER is solely responsible.

The purpose of this processing is to process orders, the sale and the subsequent delivery of the ordered PRODUCTS.

The means of processing are jointly defined and implemented by the OPERATOR and the SELLER.

The OPERATOR, who supervised the development of the SELLER's BACK OFFICE, defined the data flows passing through the E-SHOP PLATFORM, the authorisations and the human and material resources put in place for the data processing carried out via the E-SHOP PLATFORM.

However, the SELLER alone determines the means of data processing implemented outside the E-SHOP PLATFORM, in particular for the management of PRODUCT stocks, the delivery of PRODUCTS and the performance of after-sales service.

The OPERATOR is responsible for informing BUYERS and other users of the WEBSITE and the PLATFORM of their rights in accordance with the applicable regulations.

On this occasion, the OPERATOR shall communicate to the persons concerned by the processing, in particular through its personal data protection policy, the outline of this joint liability clause:

- the data controllers;

- the contact point for data subjects of the processing operation.

Setting the duration of storage of data hosted on the PLATFORM is a matter for the OPERATOR. No data may be kept and/or used by the PLATFORM after the agreed dates and durations.

Establishing the conditions to satisfy the data subjects’ rights of access, objection, rectification, limitation or deletion and the right to portability shall be drawn up and implemented by the OPERATOR.

The OPERATOR shall ensure that the data is updated, corrected or deleted in the E-SHOP PLATFORM, and the SELLER shall be notified of any changes.

The data protection officers or people responsible for data protection appointed by the OPERATOR and the SELLER shall cooperate in the processing of the data.

The OPERATOR and the SELLER, in their capacity as joint data processors, acknowledge that they have sufficient guarantees, particularly in terms of knowledge, reliability and resources, for the implementation of technical and organisational measures that meet the legal and regulatory obligations regarding the protection of personal data.

In particular, they undertake to:

Process the data only for the purposes defined above.
Ensure that persons authorised to process personal data under these T&CUS are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in the protection of personal data;
Ensure that any subcontractor they use provides sufficient guarantees that technical and organisational measures are implemented in accordance with the requirements of the GDPR;
Notify the other joint controller immediately of any modification or change that may affect the processing of personal data;
Respect the personal data storage period with regard to the purposes for which it was collected or transmitted and to delete personal data at the end of its storage period;
Cooperate with the other joint controller to consider the circumstances in which encryption of personal data might be appropriate;
Assist the other joint controller in carrying out personal data protection impact assessments where appropriate;
In the event that one of the joint data controllers transfers personal data outside the territory of the European Union, and that this transfer takes place to a country recognised as "not offering an adequate level of protection of Personal Data" by the European Commission, the data controller will be obliged - prior to any transfer - to formalise an agreement for the transfer of personal data outside the European Union signed with the processor, and to ensure that the terms and obligations of this contract are scrupulously respected by its processor, on the basis of the European Commission's standard contractual clauses, or where applicable, those adopted by a supervisory authority in accordance with the consistency control mechanism, and then by the European Commission.
If the other joint controller considers that a measure constitutes a breach of the Regulation or of any other provision of Union or Member State law relating to the protection of personal data, it shall immediately inform the applicant joint controller.

In the event of a breach of the BUYER's personal data, the OPERATOR and the SELLER undertake to inform one another immediately and cooperate closely in order to decide on the action to be taken, whether or not this breach requires the notification of the French supervisory authority (CNIL).

The OPERATOR and the SELLER consider that the notification to the CNIL shall be made within seventy-two (72) hours of the knowledge of the breach. In the event of joint breaches, the application shall be made by the OPERATOR and the SELLER in coordination.

Where the personal data processing breach suffered by the OPERATOR or the SELLER is likely to result in a high risk to the rights and freedoms of a natural person, the party suffering the data breach shall communicate the personal data breach to the BUYER as soon as possible in accordance with Article 34 of the GDPR.

Notification to the BUYER concerned is not necessary if the breach in question is not likely to give rise to a risk for the rights and freedoms of the natural person concerned, in particular if the CNIL has noted that appropriate protection measures have been implemented by the OPERATOR and/or the SELLER in order to render the data incomprehensible to any person not authorised to have access to it and to have been applied to the data concerned by the said breach.

The OPERATOR and the SELLER shall be liable to the persons concerned by the processing, in accordance with the provisions of the GDPR. However, on a recourse basis, the OPERATOR or the SELLER may seek the liability of the other in proportion to its share of responsibility in the occurrence of the damage and/or the administrative fine, if applicable.

The OPERATOR shall in no way be responsible for the SELLER's compliance with the regulations specific to data processing carried out by the SELLER outside the E-SHOP PLATFORM, in particular in connection with the sale, logistics and delivery of PRODUCTS.

11.4 COOKIES

During the user's visit to the WEBSITE and/or the PLATFORM, one or more cookies may be installed on their device.

To find out what type of cookies are installed, the user is invited to consult the cookie policy available on the WEBSITE.

ARTICLE 12. CONFIDENTIALITY

Each PARTY agrees to use the CONFIDENTIAL INFORMATION, as defined in Article 3 hereof, directly or indirectly, in whole or in part, only for the strict performance of this CONTRACT.

Any substantiated disclosure may incur the liability of the disclosing party, regardless of the cause of the disclosure.

The non-disclosure obligations set out in this clause shall not apply to all or any part of the CONFIDENTIAL INFORMATION to the extent that:

It was legally held by the receiving party prior to disclosure;
It was lawfully disclosed to the receiving party by a third party without restriction of disclosure;
It is covered by a legal obligation of disclosure by a jurisdiction, authority or administration.

This confidentiality clause shall remain valid beyond the expiry of the CONTRACT until such time as the CONFIDENTIAL INFORMATION passes into the public domain other than through a breach by the receiving party and in any event for five (5) years after the expiry of the CONTRACT.

ARTICLE 13. NULLITY

If one or more of the stipulations herein are held to be invalid or declared as such in application of a law, a regulation or following a definitive judicial decision, they shall be deemed unwritten but shall not entail the nullity of the other clauses herein which shall retain all their force and scope.

ARTICLE 14. NON-WAIVER

The failure of either PARTY to establish a breach by the other PARTY of any of its obligations hereunder shall not be construed as a waiver of such obligation for the future.

ARTICLE 15. HEADINGS

In the event of any difficulty of interpretation between any of the headings in the clauses and any of the clauses, the headings shall be declared non-existent.

ARTICLE 16. APPLICABLE LAW - COMPETENT JURISDICTION

This document is subject to French law. It is written in French. In the event that it is translated into one or more languages, only the French version shall be legally binding in the event of a dispute.

Any dispute relating to the conclusion, performance, termination, invalidity or interpretation of this Contract shall be resolved amicably between the PARTIES by written exchange and/or physical or electronic meeting within thirty (30) days of written notification by the earliest petitioner to the other.

If an amicable agreement cannot be reached within thirty (30) days, the dispute will be submitted, notwithstanding multiple defendants and/or third party claims, to the exclusive jurisdiction of the commercial or judicial courts of Paris.