BOOSTMYSHOP MYFULFILLMENT

General Terms and Conditions of Sale  

 

Last Update: March 2023

 

Article 1. Acceptance of the General Conditions  

These general software license terms (“General Conditions”) aim to define the conditions under which the company BOOST MY SHOP France, SAS, with its registered office at 23 avenue Georges Pompidou, 69003 Lyon, registered under RCS number 813 441 466, VAT number FR59 813 441 466, email: contact@boostmyshop.com, phone +33 9 72 28 64 51, (“Supplier”) provides e-commerce professionals (“Customers or Customer”), on its website https://www.boostmyshop.com, (“Website”), the non-exclusive and non-transferable right to use the “myFulfillment” software dedicated to warehouse and purchasing management (“Software”), as described on the Website. Any order implies, on the part of the Customer, acceptance of these General Conditions. They apply without restrictions or reservations to all orders, regardless of any clauses that may appear on the Customer’s documents.

 

Article 2. Orders  

Order confirmation implies acceptance of the General Conditions and the Website’s Terms of Use, as well as an obligation to pay. An email confirming receipt of the order and its payment is sent by the Supplier as soon as possible. The contract will only be considered final after the Supplier sends the Customer the confirmation of order acceptance by email and after full payment of the first installment. The data recorded in the Supplier’s computer system constitutes evidence of all transactions concluded with the Customer. The Customer chooses the Software at their own risk and must ensure that their order is suitable for their needs. The Supplier reserves the right to cancel or refuse any order from a Customer with whom there is a dispute regarding the payment of a previous order. The Supplier is not intended to grant software licenses to consumers.

 

Article 3. Prices and Payment Terms  

The right to use the Software is provided at the rates in effect on the day of the order, and, if applicable, in the specific commercial proposal sent to the Customer. In case of a price update by the Supplier, the change will take effect only ninety (90) days after the Customer has been informed in writing. The Customer can terminate the Contract if price changes are made, without the Supplier being obliged to pay any form of compensation.

The first installment is payable in a single payment on the day of the order by the Customer. The other installments are payable monthly or annually, as specified on the order form or the online subscription page. In case of early termination, no refund of the amounts paid will be made. The accepted payment methods are credit cards: Visa, MasterCard, other credit cards, bank transfers, or direct debits. Payment data is exchanged in encrypted mode using the protocol provided on the payment platforms. Payments made by the Customer will only be considered final after the Supplier has effectively collected the amounts due. In case of non-compliance with the payment conditions above, the Supplier also reserves the right to suspend or cancel the delivery of orders in progress by the Customer. The rates offered by the Supplier include limits in terms of features, order volume, product volumes, and number of users. Exceeding these limits by the Customer will result in a reevaluation of the tariff.

  

Article 4. Late Penalties

In case of late payment of amounts due by the Customer after the payment date on the invoice sent to them, late penalties calculated at the semi-annual rate of the European Central Bank (ECB) in effect on January 1 of the year, increased by 10 points: i.e., 10.00% (0.00 + 10) will be applied. These late penalties will be automatically and by operation of law acquired by the Supplier, without any formality or prior notice. This rate is calculated pro-rata temporis per calendar month, and each started month is counted as a full month. Late payment or default will make all amounts due immediately payable, regardless of the agreed payment terms. The Supplier reserves the right to suspend or cancel the delivery of orders in progress by the Customer. Finally, a lump sum compensation for recovery costs, in the amount of 40 euros, will be due automatically and without prior notification by the Customer in case of late payment. The Supplier reserves the right to request additional compensation from the Customer if the actually incurred recovery costs exceed this amount, upon presentation of supporting documents.

 

Article 5. Software Delivery

The Software only operates with the subscription of a Usage License. The opening of the Usage License rights takes place within an indicative period of 30 working days from the order acknowledgment issued by the Supplier. This period is not a strict deadline, and the Supplier cannot be held responsible towards the Customer in case of delivery delay not exceeding fifteen (15) days. In case of a delay exceeding fifteen (15) days, the Customer can request the resolution of the sale. In this case, the deposits already paid will be refunded by the Supplier. The Supplier’s responsibility cannot, in any case, be engaged in case of delay or suspension of delivery attributable to the Customer or in case of force majeure. The Supplier will replace, as soon as possible and at its expense, the delivered Software for which the lack of conformity has been duly reported and proven by the Customer. The Supplier is committed to correcting programming errors during the sale, provided that third-party contributors maintain their level of service.

 

Article 6. Software Installation

The Supplier undertakes to set up and configure the server allowing access to the Software by the Customer within 48 working days after validation of the order form and receipt of the payment for the first installment. The Customer is responsible for having the equipment to connect to the server. Unless ordering Software setup services when ordering the Software, the Software setup is the responsibility and under the responsibility of the Customer.

 

Article 7. Software Availability

The Supplier undertakes to make its best efforts to ensure the permanence, continuity, and quality of access to the Software it offers and will endeavor to provide 24/7 access. However, the supplier may temporarily interrupt access to the Software for maintenance or service improvement reasons. These periods of interruption will be notified to the Customer at least 24 hours in advance. In this case, the Supplier will not be liable for any compensation or damages to the Customer.

 

Article 8. Software Use Conditions  

This License is granted for the personal and exclusive needs of the Client, who expressly undertakes not to allow any third party to access the Software, including companies within its group.

The Client also undertakes not to perform any computer processing or services for third parties using the Software, including custom work. This license is non-transferable without the express prior consent of the Supplier, except to a successor of the Client in its business. Any authorized assignee must comply with the conditions of this license, for which the Client personally guarantees.

The Client is responsible, at its exclusive expense, for connecting the various elements of the configuration and the necessary telecommunications means for the proper execution of the Software. It is also the Client’s responsibility to subscribe to the necessary telecommunication subscriptions. By placing an order, the Client declares to have perfect knowledge of the prerequisites necessary for the use of the Software.

The use of the Software requires the communication of the Client’s data to the Supplier, its partners, or subcontractors, which the Client authorizes.

The Supplier cannot be held responsible in any case for a defect related to the operation of the information it has transmitted to the Client, nor for any possible lack of information that the Software would not have transmitted. Unless otherwise stated or in the context of SaaS use, the Client must ensure to independently and solely back up all data resulting from the use of the Software. Similarly, the Supplier cannot be held responsible for the accidental destruction of the Client’s data or data resulting from the use of the Software, for which it is the responsibility of the Client to save.

 

Article 9. Backups  

The data is backed up in “Software as a Service (SAAS)” mode. The Supplier undertakes to regularly back up the data. Backups are kept for 7 days.

The Supplier undertakes to preserve the integrity and confidentiality of the data, whether during their transmission or during their hosting. The Supplier undertakes to implement appropriate technical means to ensure the security of the data.

 

Article 10. Maintenance  

The Maintenance mission consists of corrective and evolutionary maintenance.

Corrective maintenance consists of two levels:

Level 1 corrective maintenance includes the detection and resolution of minor anomalies, which can be corrected directly by the Client, using the information and tools provided by the Supplier.

Level 2 corrective maintenance includes the detection and resolution of blocking anomalies, which can only be resolved by the Supplier. Anomaly reports must be confirmed by email to the Supplier without delay. The acknowledgment of the report occurs within 48 business hours. The Supplier diagnoses the anomaly and then implements its correction.

The Supplier is not responsible for maintenance in the following cases:

• Refusal of the Client to collaborate with the Supplier in resolving anomalies, including responding to questions and information requests.
• Use of the Software in a manner inconsistent with its purpose or documentation.
• Unauthorized modification of the Software by the Client or a third party.
• Failure of the Client to fulfill its obligations under the contract or general terms of use.
• Failure of electronic communication networks.
• Voluntary act of degradation, malice, sabotage.
• Deterioration due to force majeure or improper use of the Software.
• Evolutionary maintenance consists of adding, modifying, or removing features from the Software.

Article 11. Support  

The Client benefits from technical support included in the subscription for the entire duration of the license subscription via the email support system. Unless otherwise subscribed, support is available only via messaging.

This support concerns only the use of the software and does not cover the use of third-party software connected to the “Software.”

Support is not intended to train users; they must use the resources made available to them (knowledge base, videos) or subscribe to paid training modules.

The supplier undertakes to provide responses as quickly as possible.

 

Article 12. Updates

The Client benefits from updates and functional evolutions of the Software during the duration of the usage license subscription.

The choice and prioritization of updates remain at the discretion of the Supplier.

 

Article 13. Intellectual Property

This license does not grant the Client any intellectual property rights over the Software, which remains the entire and exclusive property of the Supplier.

The provision of the Software does not confer any ownership rights. The Client expressly undertakes not to reproduce the Software permanently or temporarily, in whole or in part, by any means and in any form, including during loading, display, execution, transmission, or storage of the Software. The Client undertakes not to sell or rent the Software or the usage license.

 

Article 14. Guarantees  

The Supplier guarantees the upward compatibility of the evolutions and new versions of the Software, as well as its functional and technical non-regression.

The Supplier does not guarantee the compatibility and interoperability of the Software with the Client’s other software or hardware. The Supplier does not guarantee material and immaterial damage to the Client’s equipment that may result from the installation or operation of the Software.

The Client uses the Software and the results obtained through its use under its exclusive responsibility, without any recourse against the Supplier.

The results obtained through the use of the Software are not the property of the Supplier.

It is expressly agreed between the PARTIES that the Supplier is subject to a general obligation of means and is not bound by any obligation of results or enhanced means of any kind.

 

Article 15. Duration, Suspension, and Termination

Unless otherwise specified, the usage license is concluded for a period of one month, automatically renewable.

The Client can terminate the contract by registered letter with acknowledgment of receipt or any extrajudicial act at least FIFTEEN (15) days before the expiration of the current period.

The Supplier can terminate the contract by registered letter with acknowledgment of receipt or any extrajudicial act. From the receipt by the Client, the latter can choose to retain its usage license for EIGHTY (80) days, under the same tariff conditions.

The Supplier can automatically suspend the contract, without compensation to the Client and without prior notice in the following cases:

• Expiration of the Client’s communicated bank details.
• Delay in payment equal to or greater than 29 days.
• Violation of the usage conditions by the client.
• Substantial exceeding of the contract limits.
• Such situations cannot give rise to compensation for the Client.

 

Article 16. Right to Analyze

In accordance with the provisions of article L.122-6-1, III of the Intellectual Property Code, the Client has the right to observe, study, or test the operation of the Software to determine the ideas and principles underlying the elements of the program when performing loading, displaying, executing, transmitting, or storing the Software operations.

 

Article 17. Force Majeure  

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure, within the meaning of Article 1218 of the Civil Code. The party noting the event must immediately inform the other party of its inability to perform its service and justify it to the latter. The suspension of obligations can in no case be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay. The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a duration of THREE (3) days. Therefore, as soon as the cause of the suspension of their reciprocal obligations disappears, the parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the impeded party will notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is permanent or exceeds a duration of THREE (3) days, these conditions will be automatically terminated after sending a registered letter with acknowledgment of receipt mentioning the intention to apply this clause.

 

Article 18. Insurance – Responsibilities

The Supplier declares to have liability insurance in France with the company GENERALI ASSURANCE. The Supplier cannot be held responsible for bodily or material damage of any kind that could be the direct or indirect consequence of abnormal use of the Software or the use of the Software under conditions different from those for which they were manufactured.

 

Article 19. Language and Applicable Law

By express agreement between the parties, these General Conditions and the purchase and sale transactions resulting from them are governed by French law.

They are written in French. In the event of translation into one or more languages, only the French text will prevail in the event of a dispute.

 

Article 20. Domicile Election and Jurisdiction

Domicile election is made by the parties at their respective registered offices in the event of a dispute concerning the interpretation, execution, termination, consequences, and follow-up of these conditions, the Lyon Commercial Court will be solely competent. The Supplier’s acceptance of payment or payment does not constitute novation or derogation from this jurisdictional clause.

 

Article 21. GDPR

Personal information collected by the Supplier via the contact form on its website, through the Order Form, when creating a Customer Space, or during the operation of the Software is recorded in its customer file and mainly used for the proper management of customer relations, order management, commercial prospecting, or the execution of the Software. Data collection forms indicate by an asterisk the information essential to the proper execution of the order. Personal information collected for the execution of the Software is mandatory for its operation. Personal data will be kept for as long as necessary and at most 5 years after the termination of contractual relations or if there is a judicial proceeding in progress on that date, the end of the dispute. Access to personal data is strictly limited to the employees and agents of the Supplier, authorized to process them due to their functions. The information collected may be communicated to third parties linked to the Supplier by contract for the execution of subcontracted tasks necessary for order management, without the Client’s authorization being necessary. It is specified that, in the performance of their services, third parties have only limited access to the data and have a contractual obligation to use them in compliance with the provisions of applicable data protection legislation. Outside the cases mentioned above, the company undertakes not to sell, rent, transfer, or provide access to third parties to the data without the prior consent of the Client, unless compelled by a legitimate reason (legal obligation, fight against fraud or abuse, exercise of defense rights, etc.). Personal data may be transferred outside the European Union. The following guarantees have been taken to ensure a sufficient level of protection of the information:

• The country of the recipients offers an adequate level of protection by decision of the European Commission.
• The recipients adhere to the principles of the “Privacy Shield.”
• The transfer is framed, in accordance with the requirements of European Regulation No. 2016/679/EU of April 27, 2016, by standard protection clauses adopted by the European Commission.

In accordance with the applicable legal and regulatory provisions, in particular, Law No. 78-17 of January 6, 1978, as amended, relating to information technology, files, and freedoms, and European Regulation No. 2016/679/EU of April 27, 2016, the Client has a right of access, rectification, portability, and erasure of his data, or limitation of processing. He can also, for legitimate reasons, object to the processing of data concerning him, writing to the company BOOST MY SHOP France, SAS, whose registered office is 23 avenue Georges Pompidou, or via the contact form available in the application or on the Supplier’s website. In the event that the Client does not wish to receive promotional messages and invitations via email, SMS, telephone calls, and postal mail, he has the option to indicate or modify his choice when finalizing his order or by contacting the company under the conditions mentioned above. For any additional information or complaint, the client can contact the National Commission for Information Technology and Liberties (more information on www.cnil.fr) and consult the Privacy Page of the Supplier available on its website.