BOOSTMYSHOP APP

Terms and Conditions of Sale

 

Last Update: April 2024

Article 1. Acceptance of the General Conditions

These general software license terms (“General Conditions”) are intended to define the conditions under which the company BOOST MY SHOP France, SAS, with registered office at 17-23 avenue Georges Pompidou, 69003 Lyon, registered under number RCS 813 441 466, VAT number FR59 813 441 466, email: contact@boostmyshop.com, phone +33 9 72 52 60 60, (“The Supplier”) provides to e-commerce professionals (“Customers or Customer”), on its website https://www.boostmyshop.com, (“The Website”), the non-exclusive, non-transferable right to use the myPricing – Boostmyshop App software dedicated to competitive analysis and dynamic pricing for e-commerce (“The Software”), whose descriptions are available on the Website. Any order implies, on the part of the Customer, acceptance of these General Conditions. They apply without restriction or reservation to all orders, regardless of any clauses that may appear on the Customer’s documents.

Article 2. Orders

Confirmation of the order implies acceptance of the General Conditions and the Terms of Use of the Website, as well as an obligation to pay. An email and/or confirmation in the customer area acknowledging 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 has sent the Customer confirmation of acceptance of the order by email and/or via the customer area and after full payment of the first installment. The data recorded in the Supplier’s computer system constitutes proof 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 payment of a previous order. The Supplier is not intended to grant licenses of the Software to consumers.

Article 3. Prices and Payment Terms

The right to use the Software is provided at the rates in effect on the day the order is placed, and, if applicable, in the specific commercial proposal sent to the Customer. In the event of a price update by the Supplier, the change will only take effect ninety (90) days after the Customer has been informed in writing. The Customer may 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 the order is placed by the Customer. Subsequent installments are payable monthly or annually, as specified on the order form or the online subscription page. Subscription payments cannot be suspended without the express agreement of Boostmyshop. In the event of early termination, no refund of amounts paid will be made. Accepted payment methods include credit cards: Visa, MasterCard, other credit cards, bank transfers, or direct debits. Payment data is exchanged in encrypted mode using the protocol made available on payment platforms. Payments made by the Customer will only be considered final after the amounts due have been effectively collected by the Supplier. In the event 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 proposed by the Supplier include limits in terms of functionalities, number of “channels”, product volumes, price retrieval and update frequencies, and number of users. Exceeding these limits by the Customer will result in a reevaluation of the tariff.

Article 4. Late Payment Penalties

In the event of late payment of amounts due by the Customer after the payment date specified on the invoice sent to them, late payment penalties calculated at the semi-annual rate of the European Central Bank (ECB) in effect on January 1st of the year, plus 10 points: i.e., 10.00% (0.00 + 10) will be applied. These late payment penalties will be automatically and without any formalities or prior notice due to the Supplier. This rate is calculated pro rata temporis for each calendar month, and each month started is counted as a full month. Late or default in payment will make all amounts remaining due immediately payable, regardless of the payment terms provided. The Supplier reserves the right to suspend or cancel the delivery of orders in progress by the Customer. Finally, a lump-sum indemnity 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 recovery costs actually incurred 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 rights of the Usage license occurs within an indicative period of 30 working days from the acknowledgment of receipt of the order issued by the Supplier. This period is not strict, and the Supplier cannot be held responsible to the Customer in case of delivery delay not exceeding fifteen (15) days. In case of delay exceeding fifteen (15) days, the Customer may request the resolution of the sale. In this case, any deposits already paid will be refunded by the Supplier. The Supplier’s liability cannot under any circumstances be engaged in the event of delay or suspension of delivery attributable to the Customer or in case of force majeure. The Supplier will promptly and at its expense replace the delivered Software whose non-compliance has been duly reported and proven by the Customer. The Supplier undertakes to correct programming errors at the time of 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 hours (working days) after validation of the order form and receipt of the first installment payment. The Customer is responsible for having the necessary equipment to connect to the server. Unless Services for software configuration are ordered when purchasing the Software, the software configuration is the responsibility of and at the expense of the Customer. The Customer is required to verify the proper installation of the Software. In the absence of express reservations made in writing within 48 working hours from the installation by the Customer, the Software delivered by the Supplier will be deemed compliant in quantity and quality to the order. No claim shall be validly accepted in case of non-compliance with these formalities by the Customer.

Article 7. Software Availability

The Supplier undertakes to use its best efforts to ensure the permanence, continuity, and quality of access to the Software it offers and will therefore strive to provide access 24 hours a day, 7 days a week. 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 event, the Supplier shall not be liable for any compensation or damages to the Customer.

Article 8. Software Usage Conditions

This License is granted for the personal and exclusive needs of the Customer, who formally undertakes not to allow any third party to access the Software, including companies within its group. The Customer also undertakes not to carry out any computer processing or services for third parties using the Software, including customized work. This license is not transferable without the prior express consent of the Supplier except to a successor of the Customer in its business. Any authorized assignee must comply with the conditions of this license, for which the Customer personally guarantees.

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

The use of the Software requires the communication of the Customer’s data to the Supplier, its partners, or subcontractors, which the Customer authorizes. The Supplier shall not be liable in any case for any defect related to the use of the information it has transmitted to the Customer, nor for any possible lack of information that the Software has not transmitted. Unless otherwise specified or in the context of SaaS usage, the Customer must ensure to save under its sole and exclusive responsibility all data resulting from the use of the Software. Similarly, the Supplier cannot be held responsible for the accidental destruction of the Customer’s data or data resulting from the use of the Software, which is the Customer’s responsibility to save.

Article 9. Backups

Data is backed up in “Software as a Service (SAAS)” mode. The Supplier undertakes regular backups of data. Backups are retained for 7 days. The Supplier undertakes to preserve the integrity and confidentiality of the data, whether during transmission or hosting. The Supplier undertakes to implement appropriate technical measures to ensure data security.

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 Customer, 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 report is taken into account within 48 working hours. The Supplier diagnoses the anomaly and then implements its correction.

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

  • Customer’s refusal to cooperate with the Supplier in resolving anomalies, including responding to questions and requests for information.
  • Use of the Software in a manner not consistent with its intended purpose or documentation.
  • Unauthorized modification of the Software by the Customer or a third party.
  • Customer’s failure to fulfill its obligations under the contract or the terms of use.
  • Failure of electronic communication networks.
  • Intentional acts of degradation, malice, sabotage.
  • Deterioration due to force majeure or improper use of the Software.

Evolutionary maintenance, on the other hand, involves adding, modifying, or deleting functionality on the Software.

Article 11. Assistance

The Customer benefits from technical support included in the subscription throughout the duration of the usage license via the email support system. Unless otherwise specified, support is available exclusively through messaging. This support is solely for 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 utilize the resources made available to them (knowledge base, videos) or subscribe to paid training modules. The Supplier undertakes to provide responses promptly.

Article 12. Updates

The Customer benefits from updates and functional enhancements of the Software during the subscription period of the usage license. The choice and prioritization of updates remain at the discretion of the Supplier.

Article 13. Propriété intellectuelle

This license does not grant the Customer any intellectual property rights over the Software, which remains the sole and exclusive property of the Supplier. The provision of the Software does not confer any ownership rights. The Customer expressly undertakes not to reproduce the Software, in whole or in part, permanently or temporarily, by any means and in any form, including during loading, display, execution, transmission, or storage of the Software. The Customer agrees not to sell or rent the Software or the usage license.

Article 14. Warranties

The Supplier guarantees upward compatibility of updates 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 other software or hardware of the Customer. The Supplier does not guarantee physical or intangible damage to the Customer’s hardware resulting from the installation or operation of the Software. The Customer uses the Software and the results obtained through the use of the Software under its exclusive responsibility, without 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 result or reinforced means of any kind.

Article 15. Duration, Suspension, and Termination

Unless otherwise specified, the usage license is concluded for a period of one month, renewable tacitly. The Customer may terminate the contract by registered letter with acknowledgment of receipt or any extrajudicial act at least FIFTEEN (15) days before the expiry of the current period.

The Supplier may terminate the contract by registered letter with acknowledgment of receipt or any extrajudicial act. Upon receipt by the Customer, the latter may choose to retain their usage license for EIGHTY (80) days, under the same tariff conditions. The Supplier may suspend the contract automatically, without compensation to the Customer and without prior notice in the following cases:

  • Expiry of the bank details provided by the Customer
  • Late payment equal to or greater than 29 days
  • Violation of the terms of use by the Customer
  • Significant exceeding of the contract limits

Such cases shall not entitle the Customer to compensation.

Article 16. Rights of Analysis

In accordance with the provisions of Article L.122-6-1, III of the Intellectual Property Code, the Customer has the right to observe, study, or test the operation of the Software to determine the ideas and principles underlying the program elements when performing loading, display, execution, transmission, or storage operations of the Software.

Article 17. Right of Decompilation

The Customer must refrain from any act of decompilation, except for acts authorized under the conditions strictly provided for by Article L 122-6-1, IV of the Intellectual Property Code to make the Software interoperable with other software. Decompilation of the Software for any other purpose is strictly prohibited. Before performing any decompilation act, the Customer must inform the Supplier of their intention. The Supplier will then have a period of 20 days to provide the interfaces or information necessary for interoperability or to indicate how to obtain this information. Therefore, the Customer must refrain from any decompilation act during this period.

Article 18. Force majeure

The Parties shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure event, within the meaning of Article 1218 of the Civil Code. The party experiencing the event must immediately inform the other party of its inability to perform its obligation and justify it to the other party. The suspension of obligations shall not in any case be a cause of liability for non-performance of the obligation in question, nor lead to 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 period of THREE (3) days. Consequently, upon the disappearance of the cause of the suspension of their reciprocal obligations, the parties shall make every effort to resume the normal execution of their contractual obligations as soon as possible. To this end, the party prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is definitive or exceeds a duration of THREE (3) days, the present agreement shall be automatically terminated after the sending of a registered letter with acknowledgment of receipt mentioning the intention to apply this clause.

Article 19. – Sanctions for Failure of a Party to Fulfill its Obligations

In the event of non-compliance by either party with the following obligations: non-payment at maturity of the Software or Services ordered by the Customer or failure to deliver by the Supplier, the agreement may be terminated at the option of the injured party. It is expressly understood that this resolution for failure to fulfill one party’s obligations shall take place automatically, if deemed appropriate by the creditor, THIRTY (30) days after the sending of a notice to comply, which remains, in whole or in part, ineffective. The notice to comply may be notified by registered letter with acknowledgment of receipt or any extrajudicial act. This notice to comply shall mention the intention to apply this clause. By express derogation from the provisions of Article 1222 of the Civil Code, in the event of failure by either party to fulfill its obligations, the victim party of the default may not enforce the obligation itself through a third party, at the expense of the defaulting party. The victim party of the default may, in the event of nonperformance of any of the obligations incumbent on the other party, request the termination of the contract according to the terms defined herein. By express derogation from the provisions of Article 1223 of the Civil Code, in the event of the debtor’s failure to fulfill one or more of its obligations, the creditor may not accept imperfect performance of the contract in order to seek a proportional reduction in price.

Article 20. Insurance – Responsibilities

The Supplier declares to have liability insurance in France, with the company GENERALI ASSURANCE. The Supplier shall not be held responsible for any bodily or material damages of any nature that may be the direct or indirect consequence of abnormal use of the Software, or if the Software has been used under conditions different from those for which they were manufactured.

Article 21. Language and Applicable Law

By express agreement between the parties, these General Terms and Conditions and the operations of purchase and sale arising therefrom are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall prevail in the event of a dispute.

Article 22. Choice of Domicile and Jurisdiction

The choice of domicile is made by the parties at their respective headquarters in the event of a dispute relating to the interpretation, execution, termination, consequences, and consequences of these terms and conditions, the Commercial Court of Lyon shall have sole jurisdiction. Bills of exchange or acceptance of payment by the Supplier shall not operate as novation or derogation to this jurisdiction clause.

Article 23. RGPD

The personal information collected by the Supplier via the contact form on its website, through the Order Form, through the creation of a Client Space, or during the operation of the Software is recorded in its customer file and mainly used for the proper management of customer relations and the management and processing of orders, commercial prospecting, or the execution of the Software. The data collection forms indicate by an asterisk the information whose collection is essential for the proper execution of the order. Personal information collected for the execution of the Software is imperative for its operation. Personal data will be kept for as long as necessary and no later than 5 years after the termination of the contractual relations or if there is ongoing judicial proceedings at that time, the end of the dispute. Access to personal data is strictly limited to the employees and agents of the Supplier, authorized to process them by virtue of their functions. The information collected may eventually be communicated to third parties linked to the Supplier by contract for the execution of subcontracted tasks necessary for the management of the order, without the Client’s authorization being necessary. It is specified that, as part of the performance of their services, third parties have only limited access to the data and have a contractual obligation to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases mentioned above, the company undertakes not to sell, rent, assign, or give 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 recipient(s) offers an adequate level of protection by decision of the European Commission. The recipient(s) adhere(s) 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 data processing, files, and freedoms, and European Regulation No. 2016/679/EU of April 27, 2016, the Client has the right to access, rectify, port, and erase his data or to limit processing. He can also, for legitimate reasons, oppose the processing of data concerning him, by writing to the company BOOST MY SHOP France, SAS, whose registered office is 17-23 avenue Georges Pompidou 69003 Lyon, 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 messages, phone calls, and postal mail, he has the possibility 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 Data Protection and Liberties (more information on www.cnil.fr) and consult the Supplier’s Privacy Page available on its Website.