TERMS OF USE OF BIILINK SERVICE

Effective as of September 12, 2015

BIILINK

A simplified joint stock company with a single shareholder, with capital of 180,000 Euros – RCS Rouen 803 316 116

Registered office : 4 rue Saint Maur, 76000 ROUEN France

Contact : contact@biilink.com

1 – DEFINITIONS

2 – PURPOSE

3 – ACCEPTANCE AND MODIFICATION OF TOU

4 – SERVICE ACCESS CONDITIONS

5 – CONSEQUENCES OF INACTIVITY ON THE ACCOUNT OR UNSUBSCRIBING FROM THE ACCOUNT

6 – USE OF SERVICE

7 – FINANCIAL CONDITIONS OF THE SERVICE

8 – SERVICE DEVELOPMENTS

9 – RESPONSIBILITIES

10 – ABSENCE OF RIGHT OF WITHDRAWAL OF SERVICE

11 – INTELLECTUAL PROPERTY

12 – PROTECTION OF PERSONAL DATA

13 – VIOLATION OF TOU

14 – AGREEMENT OF PROOF

15 – DISPUTES, APPLICABLE LAW AND JURISDICTION

1 – DEFINITIONS

1.1 Biilink: refers to the company providing the service via an online platform and whose details are shown at the top of this TOS.

1.2 Shop: refers to any individual retail space created on the platform by a Shop User and personalized and administered by the latter.

1.3 Terms of Use or TOU: refers to the Terms of Use of this Service and each of its Articles.

1.4 Registration: refers to the creation of an account by the User, enabling him to use the Service.

1.5 Offer: has the meaning defined in Article 6.1.2

1.6 Platform: refers to the marketplace operated by Biilink on the website accessible at www.biilink.com or via the downloadable Biilink app at the App Store or Google Play.

1.7 Service: refers to the online service that connects the Buyer Users and Shop Users.

1.8 Transaction: refers to any sales or service contract between a Shop User and a Buyer User on the Platform.

1.9 User: refers to any natural or legal person who accesses the Service and uses it as a professional, non-professional or consumer. Any registering person shall declare having the legal capacity to enter into a contract, and any person registering on behalf of a corporation shall declare having the authority to bind such entity. The User can be a Shop User or a Buyer User.

1.10 Buyer User: refers to any User who accepts an offer for a product for sale or a service provision presented by a Shop.

1.11 Shop User: refers to any User who creates, customizes and manages a Shop offering services or products for sale.

2 – PURPOSE

2.1 The TOU are intended to define the terms and conditions under which Biilink provides Service to the User.

2.2 Biilink is a marketplace that allows any Shop User to introduce his business, sell products and market services, and any Buyer User to purchase products and services from Shop Users.

2.3 Biilink is not the seller of the goods and Services offered in the Shops and provides no other service via the Platform than the Service that is the subject of these Terms. Biilink does not guarantee the availability of the offered goods and services.

2.4 Transactions concluded between Shop Users and Buyer Users are concluded exclusively and directly between them and under their sole responsibility, in accordance with applicable laws and regulations. Only Buyer Users and Shop Users freely determine the legal and business terms of the Transaction.

3 – ACCEPTANCE AND MODIFICATION OF TOU

3.1 The access to the platform and the use of the Service are subject to acceptance of the TOU. The User agrees to use the Service in accordance with the present TOU.

3.2 The TOU is accepted by the User from the moment when, during his Registration, he checks the box provided next to the words: “I have read and accept the Service Terms of Use,” thus demonstrating his consent.

3.3 For the purposes of providing the Service, Biilink reserves the right to modify the content of the TOU at any time, and shall notify the User of the changes made by electronic mail or by any other suitable means. By continuing to use the Service, the User will be deemed to have accepted the new Terms of Use.

4 – SERVICE ACCESS CONDITIONS

4.1 The registration and deregistration of the User from the Service

4.1.1 The Service may only be used by registered Users. Registration is free. It is subject to the provision by the User of all data specified as mandatory in the online registration form, including a username and password.

4.1.2 The User shall guarantee the accuracy of the information provided to Biilink during his Registration. Biilink reserves the right to verify his information and to ask the Users to send supporting documentation for their information.

4.1.3 Biilink reserves the right to suspend or terminate immediately, without notice and without compensation, any User’s account if it is proven that that the information provided was false, incomplete, misleading or not documented.

4.1.4 The User is the only responsible for the use and protection of his username and password allowing him to access his account. These items are personal and confidential. He is personally liable for the risks associated with their disclosure or misuse. Biilink shall under no circumstances be held liable in case of fraudulent or abusive use of the Service due to voluntary or involuntary disclosure to any person of the User’s username and/or password.

4.1.5 In case of loss of password or if the User suspects fraudulent use of their username and password, the User must follow the procedure in the online help to generate a new password.

4.1.6 The deregistration of the service is free of charge and available at any time from the User’s account interface.

4.2 Access to the Platform and Service

4.2.1 Access to the Service Platform requires that the user connect to the Platform by entering their username and password.

4.2.2 The Platform and the Service are accessible around the clock, 24/7, except in case of force majeure or the occurrence of an event beyond the control or the actions of Biilink and subject to possible breakdowns and maintenance and update periods necessary for the proper functioning of the Platform and provision of Service. The User is fully aware that the Platform and the Service may be suspended at any time without notice and without any compensation being owed to the User, in order to carry out maintenance and updates. Biilink shall not be liable for the non-fulfillment of a Transaction in case of unavailability of the Platform or part of the Platform, including where such unavailability is due to an intervention by the Biilink on the Platform.

4.2.3 In the event of a malfunction or anomaly which impedes the proper functioning of the Platform and the provision of the Service, Biilink agrees to carry out the necessary operations to restore the platform and/or the Service as soon as possible.

5 – CONSEQUENCES OF INACTIVITY ON THE ACCOUNT OR UNSUBSCRIBING FROM THE ACCOUNT

5.1 After 1 year of inactivity of a User on the Platform, Biilink reserves the right to delete the account of the concerned User. Biilink shall notify the concerned User, by all means possible, of the imminent deletion of his account due to prolonged inactivity.

5.2 In case of account deletion due to inactivity of the User or in case of deregistration by the User of the Service, the offers and requests of this User will be automatically and permanently deleted.

6 – USE OF SERVICE

6.1 The creation, management and use of a Shop by a Shop User

6.1.1 Any User may create, customize, and manage a Shop in compliance with this TOU. To this end, he must provide Biilink with the information required as provided for on the Platform.

6.1.2 In his Shop, the Shop User can promote any offer to sell a product or provide a service (hereinafter the “Offer”), under his sole responsibility.

6.1.3 Biilink has no control over the content of the Shops or the offers published on the Platform by Shop Users. However, Biilink may be required to remove any content or Offer reported being unlawful through the notification of illegal content form at www.biilink.com/abus-report.

6.1.4 The Shop User agrees to act in accordance with French law or any other law applicable to the Offer and the Transaction, including respecting the law applicable to e-commerce, consumers’ right of withdrawal, etc. The Shop User will thus provide in his shop his contractual conditions applicable to the Offer.

6.1.5 The Shop User may customize and modify his offers as much as he likes. Offers remain published until withdrawn by the Shop User. It is the Shop User’s responsibility to ensure the availability of products and services pertaining to an Offer, for as long as the Offer is published on his Shop.

6.1.6 For each Offer, the Shop User must state the total price of the product offered for sale or for the proposed service, excluding taxes and including taxes, according to applicable taxes, which are the responsibility of the User to determine. The costs of transport, delivery, shipping and other costs must be explicitly mentioned.

6.2 Classification of Offers on the Platform

6.2.1 The Offers published on the Platform are available to Users through a search engine which allows query by criteria or keywords.

6.2.2 The Offers published on the Platform are also available at www.biilink.com and are automatically classified according to the following criteria.

6.3 Ordering a product or a service by a Buyer User

6.3.1 In case of acceptance of the Offer by a Buyer User, the Transaction will be concluded directly between the Shop User and the Buyer User without Biilink being a party to the Transaction.

6.3.2 The conclusion of a Transaction on the Platform is possible as follows:

The Buyer User accepts the Offer proposed by the Shop User in his Shop. The costs of transport, delivery, shipping and other costs will be added to the price of the product or service related to the Offer

The Buyer User checks the details of his order and the total price. He reads the contractual terms of the Shop User when such conditions have been defined by the Shop User.

The Buyer User indicates the address for the products delivery or the performance of the service, if any.

The Buyer User acknowledges the obligation to pay for the order and then validates his order.

The Buyer User pays for his order.

Biilink transmits the order to the Shop User.

The Buyer User is informed of the acceptance of the order by a confirmation email sent by the Shop User. This last step formalizes the Transaction between the Buyer User and the Shop User. In the special case in which a product is ordered by several Buyer Users at once, resulting in its unavailability, the product will be sold to the first Buyer User who registered his order, and the other Buyer Users will be notified of the cancellation of their Order.

The execution of the Transaction, including the delivery, is the sole responsibility of the users that are parties to the Transaction. For questions concerning the Transaction, the user should contact the user with which he concluded the Transaction.

6.4 Payment for a product or a service by a Buyer User

6.4.1 The platform allows the User Buyer to make payment for the Transaction and the Shop User to receive payment for the Transaction, net of the commission due to Biilink as provided for in Article 7.

6.4.2 In accordance with applicable regulations, the Users are informed and accept that the above payment transactions shall be made by PayPal (Europe) S.à.rl and Cie S.C.A. (R.C.S. Luxembourg B 118 349) duly registered in Luxembourg as a credit institution. PayPal is subject to the prudential supervision of the financial regulatory authority of Luxembourg, the Financial Sector Supervisory Commission, or CSSF.

6.4.3 Consequently, Biilink does not hold the funds resulting from the Transaction, as the payment transaction is fully operated by PayPal, under the responsibility of PayPal, according to the legal process applicable to PayPal and under the contractual terms defined by Paypal.

6.4.4 PayPal terms of use are available at the following address: https://www.paypal.com/fr/webapps/mpp/ua/useragreement-full

6.4.5 Shop Users are particularly advised to read the payment cancellation risks outlined in PayPal terms of use.

6.4.6 PayPal service fees are included in the Biilink commission.

7 – FINANCIAL CONDITIONS OF THE SERVICE

7.1 The Users’ registration on the Platform is free.

7.2 The prices of goods and services offered in a Shop are set by the Shop User, without intervention by Biilink, in accordance with the conditions provided for in Article 6.

7.3 A 10% commission on the price of the Transaction excluding tax, including all fees and delivery charges, will be payable to Biilink by the Shop User, for the Service provided by Biilink that allowed the Users to enter into the Transaction. The commission will be acquired by Biilink upon conclusion of the Transaction by the Users on the Platform and is final and irrevocable, even if the Transaction or the payment of the Transaction is canceled, rescinded, retracted, obsolete or impossible for any reason. Biilink shall send an invoice to the Shop User. This commission is charged for the Service provided by Biilink to the Users and does not make Biilink a party to the Transaction or responsible for its execution.

7.4 The amount of the commission is directly debited from the payment of the Transaction carried out by the Buyer User on the day of conclusion of the Transaction or, at the latest, within seven days. Any delay in payment of the commission by the Shop User will incur late interest equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points from the day following the settlement date on the invoice without any additional notice. In addition to the fixed fine of 40 Euros according to Article L. 441-6 of the Commercial Code, all costs incurred by the recovery of sums due shall be charged to the Shop User.

7.5 Exception: if the company’s owner demonstrates that he has created his business less than two years ago the commission’s amount will only correspond to the bank payment fees

 

8 – SERVICE DEVELOPMENTS

8.1 The technical and functional specifications of the Platform may change over time especially to meet the developing technologies or Users’ needs.

8.2 The Users will be notified of changes that would limit the essential features of the Service, within a reasonable period time before these changes are effective. The Users will be free to continue to use the Service or unsubscribe in accordance with the procedure described in section 4.1.6 above.

9 – RESPONSIBILITIES

9.1 Users

9.1.1 The User is informed that the access and use of the Platform and the Service are at his own risk.

9.1.2 The User is prohibited from using the Platform and the Service in a manner that is contrary to the applicable law as provided for in Article 15.1, in particular:

  • collecting information about users, including email addresses, without their consent
  • refusing to pay the commission due to Biilink for the provided Service
  • choosing a provocative, unlawful or inappropriate username
  • publishing any content or Offer that is illegal, injurious, harmful, threatening, defamatory, false, abusive, considered as a harassment, an apology for crimes against humanity, an incitement to racial hatred, child pornography, violent (including violence against women), infringing of the privacy of others or human dignity or otherwise objectionable under either French law or the law of the State of which he is a national or resident
  • publishing any content that could not be disseminated pursuant to the laws and regulations or a contract (including any information that is confidential or likely to infringe the privacy of a third party)
  • offering or publishing any content or product that violates any patent, trademark, trade secret, copyright, intellectual property right or any other property right belonging to others
  • publishing unsolicited promotional or advertising messages, particularly any content considered as “spam”
  • publishing any messages aiming to unduly collect personal information from third parties (“phishing”)
  • publishing by any means any content that contains computer viruses, Trojan horses or other code or software designed to hinder, distort, interrupt, destroy or limit the normal operation or functionality of any software, computer, server or electronic communications tool, in particular those of Biilink and the Service.

9.1.3 The Users shall declare that they accept the features and limitations of an online service, and especially acknowledge:

  • that they are aware of the risks associated to the Internet, particularly in view of Service response times and availability
  • that it is their responsibility to take all the necessary measures to ensure that the technical features of their equipment and/or their computer network allow them to use the Service under suitable conditions
  • that it is their responsibility to take all appropriate measures to protect their data and their software from contamination by viruses circulating on the Internet and fraudulent attempts to obtain their personal information (“phishing”)

9.2 Biilink

9.2.1 Biilink does not guarantee the performance of his contractual obligations by a User to any other User. Therefore, Biilink cannot guarantee the availability, quality, legality and safety of products or services offered by a Shop User and cannot ensure that Buyer Users will conclude or execute the Transaction. Biilink cannot guarantee the Users’ legal capacity to enter into a contract, or the veracity of information provided by the Users regarding products and services or their identity.

9.2.2 Biilink shall not be held liable concerning transactions concluded between Users, to which it remains alien.

9.2.3. Biilink is liable to Users only for acts that are directly attributable to it, and that can cause harm directly linked to these acts. It cannot be held liable for any consequential damages, such as loss of data, or material, moral, financial or commercial loss, or external intrusion or presence of computer viruses resulting from the access or use of the Service.

9.2.4 Whatever the nature, grounds and arrangement for an action that would be taken by the User against Biilink for direct damages suffered by the User, the liability of Biilink shall be limited to the greater of (i) the total amount of fees collected under section 7.3 in the last two months preceding said action for damages, or (ii) 500 Euros.

9.2.5 Furthermore, in accordance with Article 6-I 2nd and 3rd of Act No. 2004-575 of June 21, 2004 on confidence in the digital economy, Biilink shall not be held liable for any content made available on the Site by the Buyers or Sellers, especially regarding the description of Offers or content published by the Users, unless it is not made promptly inaccessible after being informed of its illegal nature in accordance with this law through the illegal content notification form at www.biilink.com/abus-report.

10 – ABSENCE OF RIGHT OF WITHDRAWAL OF SERVICE

In accordance with Articles L121-19-2 and L121-21-8 of the Consumer Code, the User agrees to benefit from the Service before the end of the withdrawal period and expressly waives the right to exercise his right of withdrawal in case he has such right of withdrawal.

11 – INTELLECTUAL PROPERTY

11.1 Intellectual Property Rights of Biilink

11.1.1 The Service, regardless of the medium on which it is provided, and each of its components that have been posted by Biilink, including but not limited to, text, images, photographs, illustrations, documents, software and databases, are possibly limited by rights held by third parties, the property of Biilink.

11.1.2 Accordingly, pursuant to the provisions of the Code of Intellectual Property, and the laws and regulations of all countries and international conventions, any reproduction or representation of all or part of the Service or any of its components, as well as their alteration, is prohibited.

11.1.3 In this context, it is especially forbidden for any User to adapt, arrange, edit, correct, decompile, associate, translate into any language or tongue, put on the market free of charge or for money, commercialize all or part of the Service or any of its components, regardless of the means or medium.

11.1.4 All trademarks, domain names, logos, product and service names, and other symbols relating to Biilink used in the context of the Service are the property of Biilink. Any use, reproduction or distribution of these elements without the express authorization of its owner is strictly prohibited.

11.2 Intellectual Property Rights of the User

11.2.1 The User declares possession of all the intellectual property rights on the components of his Shop, Offers and their content.

12 – PROTECTION OF PERSONAL DATA

12.1 The Users’ personal data are handled in accordance with Biilink’s Personal Data Protection Policy, available at www.biilink.com/privacy-policy

13 – VIOLATION OF TOU

13.1 In the event of the violation of the TOU by a User or the illicit use of the Service or Platform with regard to the applicable law as provided for in Article 15.1, Biilink reserves the right to:

  • remove any content (offers, requests, comments, etc.) published by the User
  • restrict the use of the Service by the User
  • suspend the User’s access to the Service.

13.2 In case of serious or repeated breach by the User of his obligations, Biilink may permanently prohibit the User to access to the Service, by simple notification, without prior notice and without the user being able to claim any compensation.

13.3 The User acknowledges that he shall indemnify Biilink and its officers, at first request, against any claims made by a third party resulting from a breach by the User of this TOU or the applicable law as provided for in Article 15.1

14 – AGREEMENT OF PROOF

Given the nature of their exchanges and, in particular, the paperless nature of their relationship, the parties agree that all the IT records in BIILINK’s information system (log files, electronic messages, email, etc.) will be used as evidence in case of dispute.

15 – DISPUTES, APPLICABLE LAW AND JURISDICTION

15.1 Without prejudice to any mandatory legal provision, the TOU are subject to the provisions of French law.

15.2 Any claim relating to the operation or use of the Service must be sent to the following email address: administrateur@biilink.com.

15.3 In case of dispute arising from the interpretation or execution of the TOU, the User may use conventional mediation or any other alternative way of dispute settlement.

15.4 Otherwise, any dispute shall be brought before the Commercial Court of Paris, without prejudice to any mandatory legal provision.

Oui Non