[Update: 20/10/2024]

FACILECOMM, a simplified joint stock company with capital of €253,281.00, registered with the Toulouse Trade and Companies Register under number 523 471 019, with its registered office at 3 Avenue de l’Europe, Bâtiment A, 31400 Toulouse, France, and VAT number FR44523471019 (hereinafter ” FACILECOMM “), provides e-merchants with a SaaS software solution called Shippingbo, dedicated to managing their omnichannel logistics (the ” SHIPPINGBO SOLUTION “).

The SHIPPINGBO SOLUTION is aimed exclusively at supply chain players, including e-commerce and distribution professionals, logistics providers, forwarding agents and carriers, enabling them to optimize the processing of orders they receive from their own customers (whether the end buyer or another player in the chain).

Under no circumstances is it intended to be used by individuals or professionals in other sectors, unless specifically agreed with FACILECOMM (for example, access may be granted to developers to create connections between the SHIPPINGBO SOLUTION and third-party services).

The present General Terms and Conditions of Services, drawn up in accordance with Article L. 441-1 of the French Commercial Code, apply ipso jure to the services provided by FACILECOMM to its customers in the course of its business (hereinafter the ” General Terms and Conditions of Services “).

They take precedence over all other general terms and conditions of purchase, except in the case of application of the public order provisions of the French Public Procurement Code.

IMPORTANT: ANY SUBSCRIPTION TO THE SHIPPINGBO SOLUTION IMPLIES UNRESERVED ACCEPTANCE OF THESE GENERAL TERMS OF SERVICE.

ARTICLE 1. DEFINITIONS

In these General Terms of Service, the following terms shall have the meanings set out below:

  • ” ANOMALY “: refers to any repetitive and reproducible difficulty in the operation of the SHIPPINGBO SOLUTION. ANOMALIES are classified into different levels of severity depending on whether they are :
    (i) Critical (ANOMALY makes it impossible to execute the SHIPPINGBO SOLUTION) ;
    (ii) Major (the ANOMALY substantially affects the normal use of the main functionalities of the SHIPPINGBO SOLUTION); or
    (iii) Non-blocking, or minor (all major functionalities can be used even if this may require a workaround).

  • “ SHIPPINGBO API ” (Application Programming Interface): refers to the native software interfaces developed by FACILECOMM to enable access to SHIPPINGBO Solution data from Third-Party Services or for the purposes of developing Third-Party Services. Use of the SHIPPINGBO APIs is governed by the API Shippingbo Terms and Conditions of Use, available here: https: //app.shippingbo.com/account
  • “ CUSTOMER ” refers to the legal entity contracting with FACILECOMM. By extension, the notion of “CLIENT” includes all natural persons who represent it, act for it or use the SERVICES on its behalf (for example, members of its staff).
  • “ ACCOUNT “: refers to the CLIENT’s account on the SITE, enabling him/her to access the SERVICES and benefit from the functionalities of the SHIPPINGBO SOLUTION. The ACCOUNT includes a personal interface for the CUSTOMER, enabling him/her to set up and manage his/her ORDERS, manage and set up his/her ACCOUNT and retrieve data related to his/her ORDERS. Access to the ACCOUNT is via IDENTIFIERS.
  • ” ORDER “: refers to the acceptance by a buyer of product offers made by the CUSTOMER, or by one of its own customers upstream of the distribution chain, through its various points of sale (e-commerce sites, marketplaces, stores, etc.).
  • ” TARIFF CONDITIONS “: refers to FACILECOMM’s public tariff and commercial conditions for providing the SERVICES accessible here https://app.shippingbo.com/account
  • “CONTRACT” means :
    • These General Terms of Services, including any Appendix or Addendum expressly referring thereto, entered into in writing between the PARTIES; and
    • THE OFFER.
  • ” DATA “: refers to all information, texts, logos, trademarks, animations, drawings and models, computer developments, photographs, hypertext links, personal or non-personal data, and in general, all elements and content belonging to the CUSTOMER, or relating to his ORDERS, which he integrates (or has integrated) into the SHIPPINGBO SOLUTION, in any way and in any form whatsoever.
  • ” DOCUMENTATION “: means all documents, media, guides, user manuals or instructions, in any form whatsoever and on any medium whatsoever, communicated by FACILECOMM or made available to the CLIENT on the SITE or via the SHIPPINGBO SOLUTION describing the SHIPPINGBO SOLUTION, its functionalities, the technical conditions and restrictions of its use, or all of the offers proposed by FACILECOMM.
  • ” CUSTOMER ENVIRONMENT “: refers to the CUSTOMER’s IT environment in which the SHIPPINGBO SOLUTION is used. The CUSTOMER ENVIRONMENT includes the hardware, software and applications used by the CUSTOMER, THIRD-PARTY SERVICES and, in general, all of the CUSTOMER’s information systems.
  • “ IDENTIFIER “: refers to all information and identification codes enabling access to the ACCOUNT (in particular password, API key, OTP code, SSO, etc.). These IDENTIFIERS are for the exclusive use of the CLIENT, who is solely responsible for them.
  • “ CONFIDENTIAL INFORMATION “: means (i) protected information (held by the disclosing PARTY or a third party to whom the disclosing PARTY has a non-disclosure obligation), including any information, know-how and software, including but not limited to its source code and any translation, compilation, partial copy and derivative work ; (ii) any information designated as confidential at the time of its disclosure to the receiving PARTY, or when transmitted orally, identified as confidential and recorded in written or other material form (including electronic) including a clearly stipulated confidentiality notice and transmitted to the receiving PARTY within thirty (30) days of the disclosure; (iii) any information which, in view of the circumstances of the disclosure, must be treated in good faith as protected and confidential.
  • ” OFFER “: refers to FACILECOMM’s commercial offer subscribed to by the CUSTOMER and specifying the SERVICES as well as the functionalities and modules of the SHIPPINGBO SOLUTION to which the CUSTOMER has access within the framework of the CONTRACT. Details of the OFFER are included in the DOCUMENTATION provided to the CLIENT prior to signing the CONTRACT. The OFFER is an integral part of this CONTRACT.
  • ” PARTNERS “: refers to all players in the supply and distribution chain (in particular, distributors or suppliers, merchants, marketplaces, CMS, carriers and/or logisticians, freight forwarders, manufacturers, GMS/GSS , software publishers and other companies operating in the supply and distribution chain ecosystem) partners of FACILECOMM through which the CUSTOMER markets, stores and/or transports the products in the ORDERS. PARTNERS have, at a minimum, a connection to the SHIPPINGBO SOLUTION via an API (application programming interface) or connectors, or personal access, as a direct customer of FACILECOMM.
  • ” PARTIES “: refers collectively to FACILECOMM and the CLIENT subscribing to this CONTRACT. A “PARTY” refers individually and indiscriminately to FACILECOMM or the CLIENT.
  • “ SERVICES “: refers to all services provided by FACILECOMM to the CLIENT under this CONTRACT. The SERVICES include, in particular, depending on the OFFER :
    • The supply of the SHIPPINGBO SOLUTION;
    • Maintenance of the SHIPPINGBO SOLUTION;
    • Support and assistance included; as well as
    • Where applicable, any additional services subscribed to by the CUSTOMER, such as commissioning of the SHIPPINGBO SOLUTION, any additional assistance, or training services for the CUSTOMER’s personnel in the use of the SHIPPINGBO SOLUTION;
    • Etc
  • “THIRD PARTY SERVICE”: means any software solution, application, website, platform, information system, connector, API or service provided and developed by a third party to this AGREEMENT, including any PARTNER, or the CUSTOMER itself, used by the CUSTOMER in the course of its business and accessed from the SHIPPINGBO SOLUTION. THIRD-PARTY SERVICES may include, but are not limited to, external ERP, CRM, CMS, OMS, TMS or WMS systems. THIRD-PARTY SERVICES are not under the control of FACILECOMM, which in no way guarantees their content, proper operation, data, products or results. Access to THIRD-PARTY SERVICES is provided for convenience only.
  • ” SITE”: refers to the Internet site published by FACILECOMM and accessible at www.shippingbo.com.
  • ” SHIPPINGBO SOLUTION “: refers to the software solution hosted in SaaS mode presented on the SITE, integrating the functionalities included under the OFFER, which notably enable:
    • Centralize ORDERS from all sales outlets (e-commerce sites, online marketplaces, stores, etc.);
    • Analytical management of ORDERS ;
    • To route the ORDERS to be prepared to the various recipients and service providers in charge of fulfilling them (internal or external logisticians (provided they are connected to the SHIPPINGBO SOLUTION), carriers, etc.);
    • Prepare the ORDER (or have the ORDER prepared by a PARTNER);
    • Automatically generate, or have generated, the shipping labels associated with the ORDER;
    • Supervise the status of ORDERS;
    • Inform its end-buyers about the progress, processing and status of their ORDER
    • Etc.

The SHIPPINGBO SOLUTION also includes any connectors (IT tools developed to connect the CUSTOMER ENVIRONMENT or certain THIRD-PARTY SERVICES to the SHIPPINGBO SOLUTION) developed by FACILECOMM.

ARTICLE 2. PURPOSE – CONTRACTUAL DOCUMENTS

2.1. Object

The purpose of this AGREEMENT is :

  • To define the conditions under which the SHIPPINGBO SOLUTION is made available to the CUSTOMER;
  • To set the terms and conditions of the CLIENT’s access to the SERVICES offered by FACILECOMM, as well as the respective rights and obligations of the PARTIES arising from the use of these SERVICES.

2.2. Contractual documents

The CONTRACT consists of :

  • THE OFFER;
  • The Data Protection Agreement ;
  • The present General Conditions of Services ;
  • SHIPPINGBO API Terms and Conditions of Use (the “API TOU”);

These API GCU apply only (i) when the Customer has access to the SHIPPINGBO APIs by virtue of its OFFER and (ii) when it uses this access.

  • Any other appendix or amendment to these General Terms of Services.

It is understood that these documents are self-explanatory.

However, in the event of contradiction or incompatibility between the terms of the various documents, the documents shall take precedence over each other in the order established above.

ARTICLE 3. MODIFICATIONS

3.1. Contracts concluded for an initial commitment period

At the end of the CLIENT’s initial commitment period, as defined in article 14 “Term”, FACILECOMM reserves the right to modify these General Terms of Services at any time.

The CLIENT will be informed of such modifications by any means thirty (30) days prior to their entry into force.

In the event of a substantial modification having a negative impact on the CLIENT’s activities, the CLIENT may object to this modification and terminate the CONTRACT at no cost, by sending a registered letter with acknowledgement of receipt within thirty (30) days of the date on which the modifications come into force and under the conditions defined in article 15 “Suspension – Termination” of these General Terms of Services.

By way of exception, when necessary, in particular due to a change in the SHIPPINGBO SOLUTION and/or the overall context of the CONTRACT, including the economic or regulatory context, FACILECOMM may modify these Terms and Conditions of Services during the CLIENT’s initial commitment period defined in article 14 “Duration”, subject to compliance with the aforementioned notice period (thirty (30) days minimum).

The CLIENT may object to the entry into force of these modifications during the initial commitment period.

In this event, the PARTIES may agree to continue the CONTRACT on the terms in force or, in the event of FACILECOMM’s refusal, terminate the CONTRACT early.

3.2. Contracts concluded without an initial commitment period

The CLIENT is hereby informed that FACILECOMM reserves the right to modify these Terms and Conditions of Services at any time.

The CLIENT will be informed of such modifications by any means thirty (30) days prior to their entry into force.

In the event of a substantial modification having a negative impact on the CLIENT’s activities, the CLIENT may object to this modification and terminate the CONTRACT at no cost, by sending a registered letter with acknowledgement of receipt within thirty (30) days of the date on which the modifications come into force and under the conditions defined in article 15 “Suspension – Termination” of these General Terms of Services.

ARTICLE 4. ACCESS TO SHIPPINGBO SOLUTION

4.1. Opening an ACCOUNT

The CLIENT declares that he/she has been informed that FACILECOMM may refuse to open an ACCOUNT and thus refuse access to the SERVICES:

  • To a CLIENT whose contract with FACILECOMM was terminated less than one (1) year ago, following a breach of its contractual obligations;
  • To a CLIENT who has not paid in full any amounts owed to FACILECOMM under a previous contract;
    • For any other legitimate reason motivated in writing, for example and without this list being exhaustive, if the CUSTOMER is not a professional in the sectors concerned by the SHIPPINGBO SOLUTION (e-commerce sector, distribution, transport or logistics), if the administrative information communicated by the CUSTOMER is not accurate, if the contact who will use the SHIPPINGBO SOLUTION is not the CLIENT’s contact, or if the CLIENT’s ENVIRONMENT is incompatible with the integration of the SHIPPINGBO SOLUTION (the CLIENT is not compliant with data confidentiality or the use of the ACCOUNT in its proper sense).

4.2. IDENTIFIER management

Access to the SHIPPINGBO SOLUTION requires the opening of an ACCOUNT. The ACCOUNT will be opened by the CLIENT on the SITE or by FACILECOMM upon receipt of the CLIENT’s agreement.

Each user of the ACCOUNT has his own IDENTIFIER giving him access to the ACCOUNT.

In any event, the CLIENT shall ensure the accuracy of the information and notify FACILECOMM when it needs to be updated.

In the event that the CLIENT’s registration information is not up-to-date, complete and/or accurate, FACILECOMM reserves the right to temporarily suspend or permanently terminate the CLIENT’s access, without delay or notice, following a request for rectification that remains unanswered for a reasonable notice period, expressly indicated in the letter of formal notice.

The CLIENT undertakes to keep the IDENTIFIANTS strictly secret, to take all measures to preserve their confidentiality, and to notify FACILECOMM of any unauthorised use of its ACCOUNT as soon as it becomes aware of such use. By express agreement between the PARTIES, all transactions carried out using the CLIENT’s IDENTIFIERS shall be deemed to have been initiated by the CLIENT, who shall be solely responsible for their safekeeping.

It is agreed between the PARTIES that any breach of this article may result in the automatic termination of the CONTRACT.

The CLIENT is hereby informed that FACILECOMM’s authorized teams may, however, access the CLIENT’s ACCOUNT by means of so-called “impersonation” functions, which in no way imply that FACILECOMM’s teams are aware of the CLIENT’s IDENTIFIERS.

In this regard, FACILECOMM’s teams will never ask the CLIENT to communicate or transmit its IDENTIFIERS to them, and any such request must be reported as fraudulent to FACILECOMM.

Access to the ACCOUNT by FACILECOMM teams is subject to :

  • At the express prior request of the CLIENT requiring such access; or
  • For one of the following reasons: (i) assistance in configuring or setting up the ACCOUNT; (ii) response to a request for support or assistance; (iii) investigation of an alert or anomaly on the ACCOUNT; (iv) “audit to the use of SHIPPINGBO” by our team of experts; advice on the use of the SHIPPINGBO SOLUTION by our team of experts ; and advice to demonstrate the performance of the ecosystem that can offer the SHIPPINGBO SOLUTION; (v) a commercial exchange to assess with the CUSTOMER whether the OFFER is well adapted to his needs and, if necessary, to make him a new, more appropriate OFFER.

ARTICLE 5. CUSTOMER OBLIGATIONS

5.1. General obligations of the CLIENT

In using the SERVICES, the CLIENT undertakes to comply with the laws and regulations in force, as well as the rights of third parties and the provisions of this CONTRACT. The CLIENT further undertakes to act fairly towards FACILECOMM.

FACILECOMM shall not make up for a lack of training on the part of the CLIENT or its employees if it appears that the latter do not have the skills required to use the SERVICES.

In order to enable FACILECOMM to perform the SERVICES under the best possible conditions, the CLIENT undertakes to :

  • Cooperate with FACILECOMM on all matters relating to SERVICES ;
  • Provide FACILECOMM, at its request and as soon as possible, with all documents and information in its possession that are useful for the performance of the SERVICES and the provision of the SHIPPINGBO SOLUTION. In this respect, the CUSTOMER acknowledges that FACILECOMM’s delivery times for parcel labels are subject to the provision of certain documents, in particular the CUSTOMER’s contract of carriage. It is hereby specified that the CLIENT must provide its contract of carriage. If another contract of carriage is used, the CLIENT may be considered to be at fault. In this case, FACILECOMM shall be entitled to make up the cost of labels and/or terminate this CONTRACT.
  • Respect the general terms and conditions of use specific to the SHIPPINGBO SOLUTION, including this CONTRACT and any DOCUMENTATION provided by FACILECOMM;
  • To take charge of the corrective maintenance services after acceptance of the estimate established by FACILECOMM when these additional services intervene because of any dysfunction which would be the consequence :
    • Failure by the CLIENT to comply with its obligations hereunder, and in particular improper use of the SHIPPINGBO SOLUTION,
    • Use of the SHIPPINGBO SOLUTION by an unauthorized third party,
    • The CLIENT’s failure to train its personnel,
    • The absence of sufficient details in any error report sent to FACILECOMM.
  • Back up your DATA regularly;
  • Do everything reasonable to prevent any unauthorized access or use of the ACCOUNT and, in the event of such unauthorized access or use, notify FACILECOMM as soon as possible;
  • Authorize FACILECOMM to use its name, company name, logo and a sample message as a “Customer Reference” for communication or promotional purposes, without any compensation from FACILECOMM;
  • Authorize FACILECOMM to publish testimonials, the content and presentation of which will be defined in consultation between the PARTIES;
  • Pay the price corresponding to the SERVICES according to the TARIFF CONDITIONS or the OFFER ;
  • Set up and implement the SERVICES itself in accordance with the documentation provided by FACILECOMM whenever possible, or, if applicable, pay for implementation and commissioning services by FACILECOMM’s teams at the flat rate or hourly rate in effect.

In any event, the CLIENT undertakes to :

  • Not to use the SHIPPINGBO SOLUTION to offer or disseminate any products, services or DATA contrary to morality or public order;
  • Not to divert the purpose of the SHIPPINGBO SOLUTION to commit crimes, offences or contraventions punishable under the Penal Code or any other law;
  • Respect the privacy of third parties and the confidentiality of exchanges with FACILECOMM or PARTNERS;
  • Do not violate or attempt to violate the security or integrity of the SHIPPINGBO SOLUTION, communicate any misleading information, use the information for any unlawful purpose;
  • Not to use the SERVICES for deceptive commercial practices, misleading or unsolicited advertising, or for illicit purposes, contrary to the rules of the art or to the laws and regulations applicable to it, without this list being exhaustive.
  • Comply with the SHIPPINGBO API Terms and Conditions of Use and the terms and conditions of use of any third-party Services.

FACILECOMM shall in no way be held responsible for any delay, non-performance or improper performance of the SERVICES due to the CLIENT’s failure to comply with these terms and conditions, or with the conditions of use set out in the DOCUMENTATION.

5.2. Specific obligations of the CLIENT

  • Business-related obligations

The CUSTOMER acknowledges that only e-commerce, distribution, logistics or transport professionals may benefit from the SHIPPINGBO SOLUTION.

The Customer acknowledges having received all useful information from FACILECOMM to help him choose his OFFER according to his status. In this respect, he/she is solely responsible for the qualification of his/her activities and the OFFER subscribed to with regard to his/her activity and the authorizations and approvals he/she holds.

The CUSTOMER undertakes not to use, or attempt to use, any features or modules of the SHIPPINGBO SOLUTION that may fall within the scope of a regulated activity if the CUSTOMER does not meet the conditions for exercising this activity.

In addition, it undertakes not to misrepresent itself or mislead third parties or FACILECOMM about its activity or the approvals or authorizations it holds.

Under no circumstances shall FACILECOMM be held liable for the consequences of a breach by the CUSTOMER of the regulations applicable to transport activities (including any tax or customs regulations applicable to the transport of goods, etc.) or of the contracts it enters into with third parties (end buyers, PARTNERS, etc.) for the activity managed using the SHIPPINGBO SOLUTION.

  • Obligations relating to PARTNERS and THIRD-PARTY SERVICES

The CLIENT acknowledges that use of the SHIPPINGBO SOLUTION requires the prior opening of a business account with at least one of the PARTNERS and/or connecting the SHIPPINGBO SOLUTION with THIRD-PARTY SERVICES.

The CLIENT further undertakes to comply with the general terms and conditions of service of the PARTNERS through which it markets, stores and/or transports the products.

In addition, the CUSTOMER undertakes, when using, connecting to, or generally using THIRD PARTY SERVICES as part of its use of the SHIPPINGBO SOLUTION, to take cognizance of and comply with :

  • All rights, and in particular intellectual property rights, of third parties applicable to THIRD PARTY SERVICES; including the obtaining of any necessary authorization or license;
  • Any terms and conditions of use, sale or services applicable to THIRD PARTY SERVICES.

The CLIENT shall, in all cases and before using any THIRD PARTY SERVICE in connection with the SHIPPINGBO SOLUTION, ensure that such use complies with its contractual obligations with the third parties concerned or FACILECOMM, and that such obligations do not create incompatibilities between the THIRD PARTY SERVICES and FACILECOMM’s SERVICES.

ARTICLE 6. OBLIGATIONS OF FACILECOMM

FACILECOMM undertakes to perform the SERVICES in compliance with the rules applicable in respect of the subject matter of the CONTRACT, such rules resulting from the rules of the art, European standards, laws, decrees, orders and national, local or professional legislative, regulatory or administrative texts.

It is expressly agreed between the PARTIES that FACILECOMM is subject to a general obligation of means and that it is not bound by any obligation of result or reinforced means of any kind.

6.1. Advice and warnings

FACILECOMM has an obligation to advise and warn the CLIENT.

In this respect, FACILECOMM undertakes to:

  • To provide the CUSTOMER with all the DOCUMENTATION required to understand the SERVICES and use the SHIPPINGBO SOLUTION in order to enable him to (i) choose his OFFER and (ii) benefit usefully from the SERVICES for the needs of his business;
  • Alert the CLIENT, as soon as possible, of any difficulties encountered in the execution of the SERVICES and/or in the event of incompatibility of the CLIENT ENVIRONMENT with the HIPPINGBO SOLUTION of which FACILECOMM becomes aware;
  • To provide support and assistance in accordance with this AGREEMENT.

In this respect, the CUSTOMER acknowledges having been able to verify the suitability of the SHIPPINGBO SOLUTION and the OFFER for its needs and having received from FACILECOMM all necessary information enabling it to appreciate the features of the SHIPPINGBO SOLUTION and their correspondence with its own expectations.

6.2. Availability

The SITE and the SHIPPINGBO SOLUTION are accessible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the control of FACILECOMM and subject to any breakdowns and interventions necessary for the proper operation of the SERVICES.

Thus, FACILECOMM shall in no event be held liable for any disruptions, interruptions or anomalies that are not of its making and that may affect transmissions via the Internet and, more generally, the communications network, regardless of the extent or duration thereof.

Similarly, FACILECOMM shall not be held liable in the event of malfunctions, interruptions, failures or limitations of all or part of the functionalities of the SHIPPINGBO SOLUTION caused by or related to third-party systems, environments or software, or to the CUSTOMER ENVIRONMENT, and in particular THIRD-PARTY SERVICES connected to the SHIPPINGBO SOLUTION, by any means whatsoever.

It is further specified that FACILECOMM may temporarily interrupt access to the FACILECOMM SOLUTION and the SITE or suspend access to these elements for reasons of maintenance, improvement and installation of new features, auditing of proper operation, security or in the event of a malfunction or threat of malfunction.

In any event, FACILECOMM shall give the CLIENT at least 24 (twenty-four) hours’ notice by any means of such maintenance operations. Exceptionally, this period may not apply if FACILECOMM must carry out an emergency maintenance operation for security reasons, to ensure the stability of the SOLUTION, to deal with an imminent and unforeseen danger or to protect the SOLUTION and/or the SITE and/or the CLIENT against fraud, malicious software, spam or any cybersecurity risk. In such cases, FACILECOMM shall not be liable to the CLIENT for any compensation or damages whatsoever.

6.3. Commissioning

As a matter of principle, the CUSTOMER is responsible for all operations required to implement, configure, parameterize and generally commission the SHIPPINGBO SOLUTION, in accordance with the DOCUMENTATION.

Consequently, the CLIENT shall be liable for any errors or malfunctions caused by improper installation or faulty configuration, unless such errors or malfunctions result exclusively from a breach by FACILECOMM of its consulting obligations.

The CUSTOMER may also subscribe to commissioning by third parties approved by FACILECOMM or by FACILECOMM itself, for a dedicated fee.

In addition, expenses related to FACILECOMM personnel travel (transportation, accommodation, etc.) shall be invoiced separately. FACILECOMM may provide supporting documents upon request by the CLIENT.

It is expressly specified that when all or part of the operations related to commissioning are carried out by FACILECOMM, FACILECOMM performs this service according to the information and instructions provided by the CUSTOMER, who alone is capable of determining its operational requirements, due to its business expertise. It is specified that the CLIENT is also responsible for verifying that the result of these configurations corresponds to the expected behavior.

FACILECOMM can only offer advice based on its knowledge of the SHIPPINGBO SOLUTION and its general experience in the logistics sector.

Consequently, the CUSTOMER will be solely responsible for its choices and requests related to the parameterization and configuration of the SHIPPINGBO SOLUTION. The CUSTOMER shall also be solely responsible for any improper implementation of the SHIPPINGBO SOLUTION resulting from the absence or improper communication of information to FACILECOMM (in particular, incomplete or erroneous information).

In certain cases detailed between the PARTIES, an audit and consulting service shall be provided prior to the implementation of the software, including FACILECOMM’s feedback to the CUSTOMER.

Training in the use of the software may also be offered by FACILECOMM to the CLIENT on a complementary basis.

6.4. Maintenance

  • Corrective maintenance

FACILECOMM undertakes to do everything in its power to ensure that technical corrections are made to the SHIPPINGBO SOLUTION and the SITE concerning any operating anomalies and/or compliance with applicable safety standards.

In this respect, FACILECOMM undertakes, where applicable, to correct the ANOMALIES as soon as possible, depending on their criticality (critical, major or non-blocking) or, where applicable, to offer a workaround solution or any other means enabling the CUSTOMER to operate the SHIPPINGBO SOLUTION.

In order to be identified and handled by FACILECOMM, an ANOMALY must be reported to support by opening a ticket on the dedicated interface integrated into the SHIPPINGBO SOLUTION.

Any report of an ANOMALY must give rise to a sufficiently detailed and precise description enabling FACILECOMM to identify and reproduce the ANOMALY concerned.

It is expressly agreed between the PARTIES that FACILECOMM shall not begin to resolve the ANOMALIES before having been put in possession of the elements necessary for their correction. .

Any intervention resulting from misuse by the CUSTOMER of the SHIPPINGBO SOLUTION, the SERVICES or the WEBSITE may give rise to specific invoicing, it being specified that FACILECOMM also reserves the right to use subcontractors to provide these services.

In addition, any request to modify or upgrade the parameterization and configuration of the SHIPPINGBO SOLUTION shall be excluded from corrective maintenance services.

  • Upgradeable maintenance

The CUSTOMER acknowledges that, as the SHIPPINGBO SOLUTION is a SaaS (Software as a Service) solution provided online, the CUSTOMER has no specific right to maintain previous versions of the SHIPPINGBO SOLUTION and is expressly informed that FACILECOMM may provide evolutionary maintenance consisting of the addition, modification or deletion of functionalities on the SITE and the SHIPPINGBO SOLUTION.

The addition of specific functionalities or the development of connectors with THIRD-PARTY SERVICES by FACILECOMM to meet the CLIENT’s specific needs constitutes specific development(s), subject to additional quotations.

6.5. Connecting to THIRD-PARTY SERVICES

Insofar as the SHIPPINGBO SOLUTION enables logisticians, carriers or freight forwarders to connect their THIRD-PARTY SERVICES (notably WMS, TMS, CRM, CMS, ERP etc…) with the OMS of their e-merchant customers, or to connect carriers with logisticians, freight forwarders or e-merchants, the SHIPPINGBO SOLUTION helps bring together players in the e-commerce and logistics sectors, thanks to FACILECOMM’s network of PARTNERS and customers.

FACILECOMM thus enables the transfer of information relating to ORDERS between the various players in the supply chain, including but not limited to :

– By using the natively connected modules of the SHIPPINGBO SOLUTION, which enable the ORDER information of a customer acting as an e-merchant to be directly transmitted to the logistics providers, carriers or freight forwarders concerned, who themselves have access or an account on the SHIPPINGBO SOLUTION; and/or

– Through the use of APIs exposed by FACILECOMM and connectors (developed and published or not by FACILECOMM, certain APIs may be developed by PARTNERS) to enable the transit of information between THIRD-PARTY SERVICES (online platforms, third-party OMS/WMS/TMS, etc.) and the CUSTOMER’s SHIPPINGBO SOLUTION.

In any event, the CUSTOMER acknowledges that FACILECOMM acts solely as a technical intermediary and is not a party to the CUSTOMER’s contractual relationship with PARTNERS or any other user of the SERVICES. The SHIPPINGBO SOLUTION (including the APIs and connectors developed by FACILECOMM) constitutes solely a technical tool for the transfer of information between business partners.

The CLIENT is solely responsible for and organizes the transfer of data with other users, in particular DATA relating to ORDERS.

FACILECOMM only provides the technical tool enabling these DATA exchanges and undertakes not to give DATA transfer orders without prior instruction or information from the CLIENT.

In the event of the transfer of personal data to third parties, the CLIENT shall ensure that such processing complies with the applicable data protection regulations and shall take the necessary measures with regard to its own customers or service providers, in accordance with article 11 “Protection of personal data”. In particular, the CLIENT shall inform the persons concerned of any transfers of personal data and of the recipients.

In this respect, it is specified that when the CUSTOMER works with a logistician, he/she must not give the logistician access to the SHIPPINGBO SOLUTION. It is specified that the logistics provider must take out a subscription with FACILECOMM in order to be able to connect to the CLIENT’s subscription. If the CLIENT provides access to the SHIPPINGBO SOLUTION, FACILECOMM will contact the logistics provider to offer a subscription. If the CUSTOMER refuses, FACILECOMM may request a catch-up on the label fees and the payment of an additional subscription to the CUSTOMER and, if necessary, terminate this CONTRACT.

6.6. Support – Assistance

FACILECOMM also provides the CUSTOMER with a general assistance service accessible via the SHIPPINGBO SOLUTION, enabling tickets to be opened.

Unless otherwise stipulated in the OFFER, and in particular according to the levels of support subscribed to, the CLIENT is informed that the basic assistance service included in the supply of SERVICES only includes support, within the limit of reasonable requests, and limited to:

– ANOMALIES (in accordance with article 6.4. “Maintenance”);

– Requests for information on the use of the SHIPPINGBO SOLUTION (excluding any specific development, connection method to THIRD-PARTY SERVICES or particular CLIENT functionality).

In addition to the basic assistance services, the CLIENT may contact FACILECOMM to obtain additional personalized services.

Any request for intervention relating to specific developments, the implementation of connectors with THIRD-PARTY SERVICES, commissioning in the CUSTOMER ENVIRONMENT or modification of the parameterization or configuration of the SHIPPINGBO SOLUTION may be subject to an additional quote.

It is specified that the purpose of the support is not to replace and/or constitute training for the CLIENT’s users.

The training service offered by FACILECOMM is a separate service, subject to separate pricing from the supply of the SHIPPINGBO SOLUTION.

Any intervention related to a breakdown or malfunction resulting from misuse of the SHIPPINGBO SOLUTION by the CUSTOMER may also give rise to specific invoicing.

6.7. Training services

FACILECOMM offers two types of training: (i) on-site training and (ii) distance learning.

Independently of its obligation to advise, FACILECOMM may provide initial training to the CLIENT and its staff or users concerning the use of the SHIPPINGBO SOLUTION according to the specific terms agreed between them, subject to the conclusion of a specific quotation, as the case may be.

The duration and content of the initial training will be determined according to the functionalities chosen by the CLIENT, its activity and its configuration. Training will take place at a time and place agreed between the PARTIES.

Training in the form of a tutorial can also be envisaged.

6.8. Security

FACILECOMM undertakes to use its best efforts to :

– Ensure the logical and physical security of its information systems;

– Minimize the risk of security breaches.

In any event, it is expressly agreed between the PARTIES that the CLIENT is solely responsible for the security of its CLIENT ENVIRONMENT or THIRD-PARTY SERVICES connected and/or used in connection with the SHIPPINGBO SOLUTION.

ARTICLE 7. LIABILITY

7.1. General principles

It is expressly agreed that the CLIENT remains solely responsible for the processing and dispatch of its ORDERS.

FACILECOMM does not intervene in any way in the contractual relations established between the CLIENT and its buyers on the one hand, and the CLIENT and PARTNERS on the other.

FACILECOMM’s role is limited to providing a software solution, the SHIPPINGBO SOLUTION, enabling the CLIENT to organize and manage its ORDERS, where applicable, in conjunction with PARTNERS.

Under no circumstances is the SHIPPINGBO SOLUTION intended to :

– Bringing the CLIENT into contact with other parties (end-buyers, PARTNERS, etc.), or any intermediation service, with a view to selling products or providing logistical services or concluding any contract in general; or

– The provision of logistical or transport sales or services by FACILECOMM on behalf of or at the request of the CLIENT.

7.2. FACILECOMM’s liability

In the event of a breach, the CLIENT may hold FACILECOMM liable if it has previously notified FACILECOMM of the alleged breach by registered letter with acknowledgement of receipt and FACILECOMM has not responded within thirty (30) days of receipt of said formal notice.

In any event, FACILECOMM may only be held liable in the event of proven fault.

FACILECOMM shall be automatically released from all liability in the event of :

  • Force majeure in accordance with article 8 “Force Majeure” below;
  • Non-performance, improper performance or breach by the CLIENT of its obligations under this AGREEMENT (including any Appendix), or any failure or infringement of applicable regulations by the CLIENT (including by users under its responsibility);
  • Abnormal use, illicit exploitation or misuse of the SHIPPINGBO SOLUTION by the CUSTOMER, including failure to configure the SOLUTION properly or to follow the instructions provided in the DOCUMENTATION;
  • The use, or the attempt by the CUSTOMER to use, the functionalities of the SHIPPINGBO SOLUTION to carry out activities related to logistics, the transport of goods or trade in general subject to specific regulations (and in particular declarations, authorizations or any type of approval) when the CUSTOMER is not itself in compliance with the regulations applicable to said activities;
  • Temporary inability to access the SHIPPINGBO SOLUTION following maintenance operations or any interruption beyond the control of FACILECOMM, resulting in particular from unavailability or malfunction of the Internet networks or THIRD-PARTY SERVICES;
  • Viral attacks not attributable to a state-of-the-art security flaw in the SHIPPINGBO SOLUTION;
  • Unsuitability of the SHIPPINGBO SOLUTION for the CUSTOMER ENVIRONMENT;
  • The use of THIRD-PARTY SERVICES or third-party software or systems in general.

FACILECOMM shall also not be held liable in the event of any decision, action or omission by the CLIENT based on the CLIENT’s viewing or interpretation of third-party data included in the SHIPPINGBO SOLUTION or THIRD-PARTY SERVICES.

What’s more, the very nature of the Internet (interconnection of a multitude of independent players) means that no one can guarantee the global operation of end-to-end networks.

FACILECOMM shall not be held liable for any damage not directly caused by FACILECOMM.

Under no circumstances shall FACILECOMM be held liable, regardless of the type of action brought, for indirect damage of any kind, for example, and without this list being exhaustive, any financial or commercial loss, loss of profit, commercial disturbance, loss of earnings, damage to a third party, or action brought by a third party against the CLIENT as well as their consequences, related to the present contract or its performance.

The CUSTOMER shall be solely liable for any direct or indirect, material or immaterial loss or damage caused by the CUSTOMER or any of its employees to FACILECOMM or to third parties as a result of its use of the SERVICES, and in particular in respect of the DATA hosted by FACILECOMM as part of the SHIPPINGBO SOLUTION.

The CLIENT expressly acknowledges that FACILECOMM’s role is exclusively that of a host for its DATA and that it has no knowledge of, control over or modification of the DATA.

In any event, it is expressly agreed between the PARTIES that should FACILECOMM be held liable in connection with the performance of this CONTRACT, such liability shall be limited, for all claims and all damages combined, to the sums paid by the CLIENT under the present contract over the last six (6) months.

It is expressly agreed between the PARTIES that the provisions of the present clause shall continue to apply even in the event of termination of the present contract by a final court decision.

These provisions establish an allocation of risks between FACILECOMM and the CLIENT. The price of the SERVICES reflects this allocation as well as the limitation of liability described.

ARTICLE 8. FORCE MAJEURE

FACILECOMM shall not be deemed to have failed in its obligations if it is prevented from performing all or part of them as a result of force majeure within the meaning of Article 1218 of the French Civil Code and related case law.

FACILECOMM undertakes to inform the CLIENT of the occurrence of such a situation as soon as it becomes aware of it.

FACILECOMM shall use its best efforts to limit the effects of force majeure and to find any suitable solution in order to resume performance of its obligations as soon as possible.

If the performance of one or more of FACILECOMM’s obligations is deferred due to the occurrence of an event of force majeure, the performance of the CONTRACT shall be suspended until the disappearance of the said event.

However, should the force majeure event continue beyond one (1) month, each of the PARTIES shall have the right to terminate the CONTRACT by sending a registered letter with acknowledgement of receipt, with immediate effect.

ARTICLE 9. NON-COMPETITION

Throughout the term of this AGREEMENT and for a period of three (3) years after the end of the AGREEMENT, for whatever reason, the CUSTOMER shall refrain from designing, developing and/or marketing software identical or similar to all or part of the SHIPPINGBO SOLUTION and thereby taking undue advantage of its knowledge of FACILECOMM’s business and the operation of the SHIPPINGBO SOLUTION to compete with it.

In the event of failure to comply with this clause, the CLIENT agrees to pay FACILECOMM, as a penalty clause, the sum of 450,000 euros, without prejudice to all other rights and remedies of FACILECOMM.

ARTICLE 10. INTELLECTUAL PROPERTY

Each of the PARTIES retains the rights to its knowledge, content, trademarks, logos, data, drawings and models, patents, creations, software solutions, or any other element likely to be covered by intellectual property rights, which it held prior to the conclusion of the present contract, or which it develops separately, in complete independence from the present CONTRACT, including during the term of the latter.

Under no circumstances shall the present CONTRACT be interpreted as having the purpose of effecting any transfer of ownership of the content and creations of each of the PARTIES.

10.1. Property of FACILECOMM

The CLIENT acknowledges that the SITE, the SHIPPINGBO SOLUTION and the SERVICES in general, as well as the technology and content relating thereto, are the exclusive property of FACILECOMM.

Similarly, unless otherwise agreed in writing between the PARTIES, FACILECOMM shall be the sole owner of the rights to any specific developments it may have carried out for the CUSTOMER, including any connection with THIRD-PARTY SERVICES, with the CUSTOMER benefiting only from a non-transferable and non-exclusive right of use.

The trademarks, logos, slogans, graphics, photographs, animations, videos and texts contained on the SITE and the ACCOUNT are also the exclusive property of FACILECOMM or its licensors and/or partners and/or subcontractors and may not therefore be reproduced, used or represented without prior express authorization, under penalty of legal action.

The CLIENT agrees not to:

  • To use the names FACILECOMM or SHIPPINGBO in its campaigns without the prior written consent of FACILECOMM;
  • Maintain any confusion with FACILECOMM in the context of its advertising campaigns and/or promotional announcements;
  • Adapt, correct, modify or reproduce in whole or in part the SITE, the SHIPPINGBO SOLUTION and/or the SERVICES generally made available hereunder.

10.2. Property of the CLIENT

The CUSTOMER retains full ownership of the DATA that it provides on the SITE or that it integrates into the SOLUTION, as well as any other element relating to its business and made available to FACILECOMM in connection with the performance of the SERVICES or the use of the SOLUTION.

However, the CUSTOMER grants FACILECOMM a non-exclusive, unlimited license to use and reproduce the DATA, in particular allowing FACILECOMM to host, copy, or display them, for the purposes of providing and executing the SHIPPINGBO SOLUTION, as well as for carrying out specific developments where applicable.

The rights listed in the present article may be exercised over all or part of the DATA as well as over any derivative creation incorporating all or part of the DATA.

Thus, all statistical and reporting data generated as part of the use of the SERVICES and to which the CLIENT has access via its ACCOUNT remain its property.

The CLIENT expressly grants FACILECOMM :

  • A right of access and consultation of this statistical data in order to provide the CLIENT with the appropriate support.
  • A right of use, for the sole purpose

– internal evaluation of the CLIENT’s performance in using the SOLUTION

– continuous improvement of the SHIPPINGBO SOLUTION and its functionalities

– create overall statistics for the SITE or the SHIPPINGBO SOLUTION, by combining the CLIENT’s statistical data with data from other customers. Where applicable, only aggregated statistical data may be disseminated to the public by FACILECOMM.

10.3. User license

By this AGREEMENT, FACILECOMM grants the CLIENT a non-exclusive licence to use the SHIPPINGBO SOLUTION, SITE, technology and related content, including any specific development, if any, required to use the SERVICES in accordance with this AGREEMENT to which FACILECOMM (or third-party licensors) holds rights.

This licence allows the CUSTOMER to use the SHIPPINGBO SOLUTION in accordance with its intended purpose and for its own needs, i.e. for the sole purpose of logistics management of ORDERS, their storage and/or transport, or, with FACILECOMM’s specific authorisation, to develop its own THIRD-PARTY SERVICES.

It is specified that this license to use is granted in return for payment by the CLIENT of the sums corresponding to the SERVICES, and may be suspended in the event of non-payment, in accordance with the terms of article 15 “Suspension – Termination”.

This license is granted for the entire duration of the present CONTRACT, for the whole world, and therefore until termination of the present contract, for any reason whatsoever. This license is non-transferable and shall not be considered as a transfer of ownership of any kind to the CLIENT.

Under no circumstances is the CLIENT authorized to grant access to the SHIPPINGBO SOLUTION via its ACCOUNT to users other than its own personnel or direct representatives.

The latter shall therefore refrain from assigning, transferring, lending, sub-licensing, delegating or conceding to a third party, whether free of charge or against payment, directly or indirectly, any right of use, representation or reproduction conferred by this AGREEMENT without the prior written consent of FACILECOMM. Furthermore, it is reminded that any use that does not comply with the license is liable to prosecution.

In this respect, the CUSTOMER undertakes to take all necessary measures, in particular security measures, with respect to its personnel and any third party to ensure that FACILECOMM’s intellectual property rights are respected.

In any event, the CLIENT agrees not to:

  • Attempt to copy, modify, reproduce, create any derivative work, alter, mirror, republish, upload, post, transmit or distribute all or any part of the components of the SITE and/or the SHIPPINGBO SOLUTION that are the subject of the SERVICES in any form, on any medium or by any means whatsoever;
  • Attempt to decompile, disassemble, reverse engineer or otherwise make comprehensible all or any part of the SHIPPINGBO SOLUTION or the SITE;
  • Access all or part of the SHIPPINGBO SOLUTION in order to design a competing solution;
  • Access to the SHIPPINGBO SOLUTION in the form of source code or unlocked coding with comments;
  • Attempt in any way to remove or circumvent any technical protection measure (“TPM”), or use or manufacture for sale or lease, import, distribute, sell or lease, offer for sale or lease, promote for sale or lease, or hold for private or commercial use any means to facilitate the removal or unauthorized circumvention of TPMs;
  • To use the SHIPPINGBO SOLUTION to provide services to third parties (other than the performance of its usual distribution, e-commerce or logistics business) or to sub-license, sell, rent, assign, distribute, display, disclose, commercially exploit or otherwise make the SHIPPINGBO SOLUTION available to any third party.

Furthermore, the CUSTOMER undertakes to take all reasonable steps to prevent any unauthorised access to or use of the SITE and the SHIPPINGBO SOLUTION and, in the event of such unauthorised access or use, to notify FACILECOMM as soon as possible, in accordance with Article 4 “Terms and conditions of access to the SHIPPINGBO SOLUTION”.

ARTICLE 11. PROTECTION OF PERSONAL DATA

Each of the PARTIES guarantees the other that it will comply with the legal and regulatory obligations incumbent upon it in respect of its role in the protection of personal data.

Under this Article 11 “Protection of Personal Data”, ” APPLICABLE REGULATIONS ” means any law or regulation in force and applicable to the processing of personal data carried out in connection with the performance of the SERVICES, and in particular Regulation (EU) 2019/679 on the protection of personal data (” RGPD “), Law No. 78-17 known as “Informatique et Libertés” (” LIL “), and any law, regulation, directive or regulatory act intended to supplement and/or replace them, as well as relevant decisions, recommendations, or guidelines adopted by the competent authorities.

11.1. Concerning the processing carried out by FACILECOMM

As part of the SHIPPINGBO SOLUTION, FACILECOMM collects personal data when the CLIENT registers on the SITE.

This DATA concerns in particular the CLIENT and/or, where applicable, its representatives, employees or any person using the SHIPPINGBO SOLUTION on its behalf.

This DATA is processed exclusively for the purposes of FACILECOMM’s business management and the provision of SERVICES, and in particular to manage its contractual relationship with the CLIENT, for example to send communications, information on the SHIPPINGBO SOLUTION or invoices; to provide support or assistance to the CLIENT and its users; to manage any disputes or litigation; or to meet its legal obligations.

In this context, FACILECOMM undertakes not to keep the DATA concerned for longer than is necessary for the purposes pursued, and in particular :

– For the entire duration of the CONTRACT for the provision of SERVICES, then for a period of three (3) years for purposes of communication or commercial prospecting;

– For the duration of the applicable legal statute of limitations, for DATA necessary to protect FACILECOMM’s interests in the event of litigation or dispute;

– For any period made mandatory by the regulations in force, for the DATA concerned by these obligations.

The CLIENT, and all natural persons concerned by such processing, will benefit from the rights provided for by the APPLICABLE REGULATIONS, including the rights of access, rectification, updating, portability or deletion of DATA, as well as the rights to request the limitation of processing or to oppose it, in accordance with the cases provided for by the APPLICABLE REGULATIONS.

These rights may be exercised in accordance with the law by e-mail to [email protected] or by post to FACILECOMM’s head office address, providing proof of identity and a legitimate reason when required by APPLICABLE REGULATIONS.

The CLIENT may also lodge a complaint with the supervisory authorities, in particular the CNIL(https://www.cnil.fr/fr/plaintes).

For more information, the CLIENT and its users may refer to the Privacy Policy available on FACILECOMM’s WEBSITE.

11.2. Concerning processing carried out by the CLIENT

In the event of the processing of personal data by the CLIENT using the SERVICES, the CLIENT guarantees that it will process such data in compliance with the rights and obligations set forth in the APPLICABLE REGULATIONS.

With regard to such processing, the CLIENT will have the role of data controller or, in certain cases, processor, where it processes such data on behalf of one of its customers. FACILECOMM will have the role of processor within the meaning of Article 28 of the RGPD (or subsequent processor if the CLIENT acts as processor).

As such, the PARTIES have entered into a dedicated agreement organizing their roles and responsibilities, included herein.

ARTICLE 12. CONFIDENTIALITY

Each PARTY undertakes to use the CONFIDENTIAL INFORMATION, directly or indirectly, in whole or in part, only for the strict performance of this AGREEMENT.

Each PARTY acknowledges in advance that any disclosure would seriously harm the interests of the PARTY which is the victim of the disclosure. Consequently, the latter shall be entitled to institute legal proceedings against the other PARTY, all co-authors or accomplices, and to claim damages in the event that these undertakings have not been kept, for whatever reason.

The confidentiality obligations set forth in this clause shall not apply to all or any part of the CONFIDENTIAL INFORMATION to the extent that:

  • They are or have been made public other than as a result of any act or omission of the receiving PARTY;
  • They were legally held by the other PARTY prior to their disclosure;
  • They have been lawfully disclosed to the receiving PARTY by a third party without restriction of disclosure ;
  • The receiving PARTY is subject to a legal obligation of disclosure by any competent court, authority or administration. In such a case, the affected PARTY undertakes to give the disclosing PARTY prior notice of this obligation, unless prohibited by applicable laws or regulations.

In accordance with the provisions applicable to business secrecy, this confidentiality clause will be maintained at the end of the CONTRACT until such time as the CONFIDENTIAL INFORMATION passes into the public domain other than through a breach by the receiving PARTY. For CONFIDENTIAL INFORMATION which does not fall within the scope of business secrecy, the PARTIES undertake to maintain their confidentiality undertakings for five (5) years after the end of the CONTRACT, for whatever reason.

ARTICLE 13. FINANCIAL TERMS – PAYMENT FOR SERVICES

13.1. Price

In consideration for the SERVICES, the CUSTOMER agrees to pay FACILECOMM the price of the SERVICES set out in the current OFFER or, failing that, indicated in the RATE CONDITIONS in the form of a periodic fee.

The Price of the SERVICES shall be paid to FACILECOMM under the conditions defined in article 13.2 of these GCS.

FACILECOMM reserves the right to modify the RATE CONDITIONS at any time, without prior notice.

13.2. Terms of payment

The CLIENT is obliged to pay invoices net, without discount, on the first day of each registration month.

Unless otherwise agreed between the PARTIES, the SERVICES will be paid for monthly by the CLIENT using the payment methods offered on the SITE.

In the event that the automatic debit of a bank account is rendered impossible due to insufficient funds or for any other reason, the CLIENT must pay the monthly invoice by credit card.

At the end of the initial commitment period, FACILECOMM reserves the right to modify prices at any time. Such modifications shall be brought to the CLIENT’s attention by any means within thirty (30) days prior to their implementation.

The CUSTOMER may terminate the CONTRACT free of charge by sending a registered letter with acknowledgement of receipt within thirty (30) days of FACILECOMM’s notification of the pricing change and under the conditions defined in Article 15 “Suspension – Termination” of these Terms and Conditions of Services.

In the event that an invoice is not paid by the due date, FACILECOMM reserves the right to suspend access to its SERVICES, in accordance with the provisions of Article 15 “Suspension – Termination”, without such suspension being deemed to constitute termination.

FACILECOMM may, in the event of non-payment by the CLIENT, apply late payment penalties calculated as follows:

Late payment penalties = (invoice amount incl. VAT X applicable statutory rate) x (number of days late / 365).

In accordance with the provisions of the French Commercial Code, the Applicable Legal Rate means the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. Late payment penalties are due on the day following the payment date, without the need for a reminder. The CLIENT in default of payment shall automatically owe FACILECOMM a fixed indemnity for collection costs of forty (40) euros.

Where terms of payment are agreed, such as payment in instalments, failure to make a single payment shall render the entire debt due and payable. This will lead to the immediate suspension of current SERVICES, without payment of any compensation whatsoever.

Any direct debit rejections shall be billed by FACILECOMM to the CLIENT for the bank charges incurred.

Cancellation does not release the CLIENT from any obligations, particularly financial obligations, established prior to cancellation.

ARTICLE 14. DURATION

The CONTRACT may be concluded (i) without a commitment period or (ii) for a minimum commitment period of twelve (12) months.

In this case, at the CLIENT’s request and subject to FACILECOMM’s express agreement, a longer commitment period may be subscribed (eighteen (18) or twenty-four (24) months or thirty-six (36)).

At the end of this initial commitment period, the CONTRACT is renewed for an indefinite term, unless expressly terminated by one of the PARTIES in accordance with the terms of Article 15 “Suspension – Termination” below.

ARTICLE 15. SUSPENSION – TERMINATION

15.1. Suspension

FACILECOMM may automatically suspend the CONTRACT, without compensation to the CLIENT, and without prior notice, in the following cases:

– In the event of lack of cooperation (in particular failure to provide requested information) and/or disloyalty observed by FACILECOMM, and if there is an urgent need to put an end to the conduct in question;

– When the CLIENT’s actions jeopardize, in any way whatsoever, the operation of the SHIPPINGBO SOLUTION and SERVICES;

– In the event of non-payment by the CLIENT ;

– In the event of a breach of the CLIENT’s commitments under articles 10 “Intellectual Property”, 11 “Protection of Personal Data” and 12 “Confidentiality”.

This decision is brought to the attention of the CLIENT by registered letter with acknowledgement of receipt, specifying the reasons for the suspension, and serving formal notice to comply within thirty (30) days.

Failing compliance within this period, FACILECOMM may terminate the CONTRACT by registered letter with acknowledgement of receipt, effective immediately upon receipt.

15.2. Cancellation

  • For failure to comply

In the event of failure by either PARTY to comply with at least one of its obligations hereunder, this CONTRACT may be terminated by the other PARTY subject to prior formal notice, sent by registered letter with acknowledgement of receipt or by e-mail, to comply within thirty (30) days.

Failure to comply within the allotted time may result in immediate termination of the CONTRACT by the defaulting PARTY.

To terminate the CONTRACT, the CLIENT may send a request by e-mail to the following address: [email protected]

In the event of failure by the CLIENT to meet its payment obligations or to comply with the RGPD policy in force, FACILECOMM reserves the right to cut off access to the CLIENT’s ACCOUNT at any time, after first issuing reminders.

  • For convenience

Contracts concluded for an initial commitment period

Once the initial commitment period has elapsed, in accordance with article 14 “Duration”, each PARTY may terminate the CONTRACT at any time, by e-mail or by registered letter, subject to a minimum notice period of fifteen (15) days prior to the date of the next invoice.

To terminate this CONTRACT for convenience, the CLIENT must notify FACILECOMM of its decision by e-mail to [email protected] or by registered letter with acknowledgement of receipt at least fifteen (15) days before the first day of the following month. Any late termination will result in the invoicing of a new month’s subscription.

In the event of early termination before the end of the commitment period, the CLIENT will be liable for past and future invoices until the end of the commitment period.

Contracts concluded without an initial commitment period

Either PARTY may terminate the CONTRACT at any time, by e-mail or by registered letter, provided that at least fifteen (15) days’ notice is given before the date of the next invoice.

To terminate this CONTRACT for convenience, the CLIENT must notify FACILECOMM of its decision by e-mail to [email protected] or by registered letter with acknowledgement of receipt at least fifteen (15) days before the first day of the following month. Any late termination will result in the invoicing of a new month’s subscription.

  • Other reasons

FACILECOMM may also terminate the CONTRACT by operation of law in the event of the CLIENT’s receivership or liquidation, the CLIENT’s takeover by a third party, or the transfer of the CLIENT’s business to a third party.

The PARTIES may also terminate the CONTRACT in the event of disagreement over the modifications to the CONTRACT, in accordance with Article 3 “Modifications”.

Specific cases of termination may also be provided for in certain offers agreed between the PARTIES.

15.3. Consequences of termination

Termination of the CONTRACT immediately terminates the rights of use granted to the CLIENT hereunder and revokes the access to the SHIPPINGBO SOLUTION granted to the CLIENT.

As a result, the CLIENT will no longer be able to access its ACCOUNT or benefit from the SERVICES.

Termination has no effect on payments due by the CLIENT for SERVICES performed.

In the event of termination during the month, all sums due for the current month will be invoiced and payable by the CLIENT.

The stipulations herein which, by their nature, are intended to remain in force after the end of the CONTRACT, and in particular articles 6 “Liability”, 8 “Intellectual Property”, 9 “Data Protection”, 10 “Confidentiality”, 13 “Suspension – Termination”, and 17 “Applicable Law – Competent Jurisdiction” remain in force for the period they expressly provide for or, failing that, for a period of five (5) years after the end of the CONTRACT, unless otherwise provided by law or regulation.

ARTICLE 16. REVERSIBILITY

In the event of termination of the contractual relationship, for whatever reason, FACILECOMM may, upon prior estimate, return to the CLIENT all DATA belonging to it contained in the SHIPPINGBO SOLUTION in an intelligible form and within thirty (30) days.

This commitment is conditional on the CLIENT being up to date with its payments.

It is however specified that should the CLIENT fail to express its wish to obtain such restitution within thirty (30) days following the end of the CONTRACT, FACILECOMM shall be entitled to proceed with the destruction of such data, files and documents. Consequently, FACILECOMM shall no longer be able to return the data to the CLIENT.

Once the DATA has been returned, FACILECOMM will destroy it.

As an exception, FACILECOMM may retain certain DATA:

  • When required by applicable legal obligations. For example, accounting documents and vouchers are kept for ten (10) years from their date of issue, in accordance with article L. 123-22 of the French Commercial Code;
  • For the purpose of preventing any litigation or pre-litigation between FACILECOMM and the CLIENT, for the duration of the applicable statute of limitations.

Where applicable, prior to deletion of the ACCOUNT and at the CLIENT’s request, FACILECOMM may also offer reversibility services enabling the SERVICES to be taken over by a third party (respecting obligations relating to data confidentiality) or by the CLIENT himself. These services will be subject to a specific quotation.

ARTICLE 17. GUARANTEES

17.1. General warranties

Each PARTY binds and guarantees the other PARTY:

  • That it has the power and authority to enter into this CONTRACT, and that it will secure and maintain, during the course of the relationship, all possible authorizations necessary for the performance of its obligations,
  • That it owns, or has been granted the rights to use, for the purposes of this AGREEMENT, all the intellectual property rights necessary to fulfill its obligations,
  • That it has taken out an insurance policy with a company known to be solvent, covering its activities under the present contract and that, at the request of the other PARTY, it will be able to provide proof of this subscription, and of the maintenance of this policy, for the entire duration of the CONTRACT,
  • That it will perform its obligations under this AGREEMENT in accordance with all applicable laws and with reasonable care and skill,
  • That it will not do or omit to do anything that would cause the other PARTY to violate any applicable law or regulation,
  • That it will not denigrate the other PARTY.

The CUSTOMER accepts that the SHIPPINGBO SOLUTION has not been developed with the sole aim of satisfying his individual requirements.

In this respect, the CLIENT, who is a professional familiar with the Internet, IT and/or electronic communication tools, is responsible for ensuring that the SERVICES and functionalities of the SHIPPINGBO SOLUTION comply with its needs, requirements and constraints.

Furthermore, FACILECOMM draws the CLIENT’s attention to the fact that the CLIENT shall prepare and dispatch the ORDERS on its own or through PARTNERS.

Finally, FACILECOMM in no way guarantees the CUSTOMER commercial success or profits from the use of the SHIPPINGBO SOLUTION.

17.2. Warranty by the CLIENT

The CUSTOMER warrants FACILECOMM that it has all the rights and authorisations to use the SERVICES lawfully and in accordance herewith – for example, that it has all property rights, including intellectual property rights, or that it has been granted a valid licence for the sale of its products, or on the DATA.

In addition, where the CUSTOMER’s professional activities require declarations, authorisations, certifications, accreditations or approvals of any kind, the CUSTOMER warrants to FACILECOMM that it carries out its operations in compliance with the applicable regulations, that it maintains its authorisations and declarations throughout the duration of the CONTRACT, and that it is up to date with all its declaratory, legal, tax and social obligations.

In the event of any claim, complaint, or action of any kind brought against FACILECOMM as a result of the CLIENT’s DATA, products, or activities conducted through the SHIPPINGBO SOLUTION, the CLIENT agrees to assume all consequences, including, but not limited to, financial consequences (such as all damages and interest, costs of proceedings, attorneys’ fees, etc.) resulting from such claim or action.

17.3. Warranty of eviction

FACILECOMM guarantees the CLIENT peaceful enjoyment in the use of the SERVICES, this guarantee being enforceable only in respect of the rights of use granted pursuant to the present contract.

Furthermore, in the event of a claim or legal action by a third party alleging that the use of the SERVICES constitutes an infringement of its intellectual property rights, FACILECOMM undertakes to pay directly to the author of the claim all sums that may be demanded from the CLIENT and to intervene voluntarily, if necessary, in all proceedings brought against the CLIENT.

The warranty mentioned in the previous paragraph is subject to the following conditions:

  • The claim or action is not the consequence of a breach by the CLIENT of its contractual obligations;
  • The CLIENT shall send FACILECOMM, as soon as possible, written notice of the claim or action, detailing its nature;
  • The CLIENT shall not assume any liability or enter into any agreement or compromise concerning the claim or action without the prior written consent of FACILECOMM ;
  • The CLIENT shall allow FACILECOMM and its professional advisors (subject to reasonable notice) access at reasonable intervals to its premises and to its agents, directors, employees, representatives or advisors, and to inspect and make copies of any related documents in order to evaluate the claim or action;
  • The CLIENT shall take all reasonable measures requested by FACILECOMM in order to avoid, contest, compromise or defend the claim or action.

17.4. THIRD-PARTY SERVICES

The CLIENT acknowledges that FACILECOMM has sole control over its own SHIPPINGBO SOLUTION and SERVICES.

In this respect, although the SHIPPINGBO SOLUTION allows and, in certain cases, facilitates interfacing with third-party IT tools or systems (CUSTOMER ENVIRONMENT, THIRD-PARTY SERVICES, etc.), in particular through the development of connectors or APIs by FACILECOMM, or the recommendation on the SITE of THIRD-PARTY SERVICES, this economic and commercial model cannot be interpreted as constituting any guarantee whatsoever by FACILECOMM of these third-party creations.

Thus, FACILECOMM in no way guarantees the nature of the content or data integrated into these THIRD-PARTY SERVICES; their proper operation; their lawfulness (in particular their compliance with any applicable regulations); their level of computer security; or any product or service resulting from their use. These aspects are the sole responsibility of the third-party publisher, developer or supplier of the THIRD-PARTY SERVICE concerned.

Furthermore, FACILECOMM does not guarantee their compatibility with the SHIPPINGBO SOLUTION.

When FACILECOMM recommends THIRD-PARTY SERVICES to the CLIENT, whether indirectly through recommendations or advertisements on the SITE or the SHIPPINGBO SOLUTION, or indirectly through any personalized advice, it undertakes to specify the origin of these tools and to distinguish them from functionalities developed and provided directly by FACILECOMM.

Any CLIENT using THIRD-PARTY SERVICES in the context of the SHIPPINGBO SOLUTION undertakes to respect all rights (including any intellectual property rights) and conditions applicable to such THIRD-PARTY SERVICES (conditions of use; licenses; etc.).

He acknowledges that, where applicable, he shall agree to be bound by the additional specific conditions applicable to THIRD-PARTY SERVICES.

In addition, the CLIENT undertakes to :

– Do not connect the SHIPPINGBO SOLUTION to THIRD-PARTY SERVICES whose conditions of use or purposes are incompatible with the CONTRACT;

– Do not connect the SHIPPINGBO SOLUTION to THIRD-PARTY SERVICES whose use could jeopardize the security and/or proper operation of the SHIPPINGBO SOLUTION.

In addition, FACILECOMM has developed a public API portal for its ecosystem wishing to connect freely to the SHIPPINGBO SOLUTION. The API can be developed by a CUSTOMER directly or by a third party on behalf of one of the CUSTOMERS. Such use will be governed by dedicated contractual conditions.

ARTICLE 18. SUBCONTRACTING

The PARTIES expressly agree that FACILECOMM may call upon external service providers or partners to perform all or part of the SERVICES.

In this case, the CUSTOMER will be informed on request of the guarantees and level of service offered by the external service provider, which will be binding on the CUSTOMER. In any event, FACILECOMM shall remain the CLIENT’s sole interlocutor in the event of the use of subcontractors, and shall only incur liability if it is shown that FACILECOMM has committed a serious fault or that the external service provider has not complied with the guarantees and level of service proposed.

In any event, the maximum liability stipulated in article 7 “Liability” of these General Terms of Services will also apply in this case.

ARTICLE 19. GENERAL PROVISIONS

19.1. Independence of PARTIES

Under no circumstances shall these General Terms of Services confer upon FACILECOMM or any of the members of its team the status of employee, representative, agent or representative of the CLIENT. The PARTIES further declare that the present General Terms of Services may under no circumstances be considered as an act constituting a legal person or entity of any kind, and that any form of “affectio societatis ” is formally excluded from their relationship.

19.2. Entire CONTRACT – Interpretation

No indication or document may give rise to obligations not included in the present General Terms of Services unless they have been the subject of a new agreement between the PARTIES.

The fact that one of the PARTIES has not required the application of any clause of the present General Terms of Services, whether permanently or temporarily, shall in no case be considered as a waiver of the said clause.

In the event of any difficulty of interpretation between any of the headings appearing at the top of the clauses and any of the clauses, the headings will be declared non-existent.

If any provision of these General Terms and Conditions of Service is invalid under any applicable law or regulation and/or any court decision having the force of res judicata, such provision shall be deemed unwritten, but shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

19.3. Assignment – Intuitu Personae

This AGREEMENT has been concluded “intuitu personae” with regard to the respective qualities of the PARTIES. Consequently, neither PARTY is authorized to assign or transfer, for valuable consideration or free of charge, all or part of the rights and obligations incumbent upon it under this CONTRACT without the prior written consent of the other PARTY. The other PARTY must be informed by registered letter or e-mail, with proof of the change of control in the form of a Kbis extract or other document. On the basis of these elements, FACILECOMM may proceed with the account transfer.

In the event of a change of control by the CLIENT, the CLIENT may inform FACILECOMM by e-mail at the following address: [email protected] .

As an exception to the above, FACILECOMM is already authorized to transfer any of its rights and/or obligations to any company it controls or which controls it, the notion of “control” being understood as that defined in article L. 233-3 of the French Commercial Code.

Any assignment by one of the PARTIES which does not comply with the conditions set out in this article shall be considered null and void.

19.4. Methods of proof

By express agreement, acceptance of these General Terms of Services implies acceptance as proof of electronic communications (e-mails, etc.) exchanged between the PARTIES. Print-outs of such electronic communications shall be deemed to be original and binding writing between the PARTIES.

ARTICLE 20. APPLICABLE LAW – COMPETENT JURISDICTION

These General Terms of Service are governed by French law.

In the event of any dispute arising between the PARTIES concerning the interpretation, performance or termination of these Terms and Conditions of Services, the PARTIES shall endeavor to settle such dispute amicably.

IN THE ABSENCE OF AN AMICABLE AGREEMENT WITHIN ONE (1) MONTH FROM THE DATE OF REFERRAL BY ONE OF THE PARTIES, THE DISPUTE MAY BE SUBMITTED TO THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF TOULOUSE, TO WHICH JURISDICTION IS EXPRESSLY ASSIGNED, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, INCLUDING FOR EMERGENCY PROCEDURES OR PROTECTIVE PROCEDURES, IN SUMMARY PROCEEDINGS OR BY PETITION.