ShopiMind General Terms and Conditions of Sale and Use as of 01 July 2018

These General Terms and Conditions of Sale are concluded between :

SHOPYMIND, SAS with a capital of 4,375 euros, registered with the Marseille Trade and Companies Register under number B 790 561 195 and whose registered office is located at 45, rue Frédéric Joliot Curie, 13013 Marseille, which operates the SHOPIMIND website hosted at the following url address: www.shopimind.com.

(hereinafter referred to as “SHOPYMIND”).

And

The Customer having subscribed to the service in accordance with the terms and conditions stipulated below, whether they are a Customer or a Prospect.

(hereinafter referred to as “The Customer”).

Article 1 – Purpose and application of the general conditions

The present General Terms and Conditions of Sale govern the relationship between SHOPYMIND – representing SHOPIMIND Services – and the Customers. These General Terms and Conditions of Sale define the conditions, restrictions and obligations that the Customer accepts by subscribing to the Services.

The provisions of the present General Terms and Conditions of Sale apply between SHOPYMIND and its Customers, regardless of the sales channel.

Registration for the Services entails the express and unreserved acceptance by the Customer of these General Terms and Conditions of Sale, which they undertake to respect, and excludes the application of any different or contrary provisions that may appear on commercial documents or on the Customer’s general terms and conditions of purchase.

Acceptance of the General Terms and Conditions of Sale by one of its employees or co-workers is deemed to be made in the name and on behalf of the Customer by a duly authorised person.

In the event of ambiguity and/or contradiction between these General Terms and Conditions of Sale and any other document appearing on the website or any other commercial or advertising document published by SHOPYMIND, these General Terms and Conditions of Sale will prevail.

In the absence of a physical document signed by the parties, the Customer’s acceptance and the formation of the Contract are indicated by their electronic signature, in the physical form of the “confirmation click” on the website www.shopimind.com. This electronic signature has the value of a handwritten signature between the parties, the Customer acknowledging having fully read and approved, without reserve, all the Conditions indicated below.

The General Terms and Conditions of Sale described below also apply to such periods of free use, which may be granted by SHOPYMIND to its Prospects to enable them to familiarise themselves with SHOPIMIND products and Services.

Article 2 – Legal information

The Website is the exclusive property of the company SHOPYMIND, SAS with a capital of €4,000, registered with the Marseille Trade and Companies Register under number B 790 561 195 and whose registered office is located at 45, rue Fréderic Joliot Curie, 13013 Marseille. SHOPYMIND is the owner of the domain name www.shopimind.com.

The SHOPIMIND Website is hosted by ONLINE (trade name BOOKMYNAME – DEDIBOX) whose head office is located at 8, rue de la Ville L’Evêque, 75008 PARIS.

SHOPYMIND operates an Internet Site on which e-merchants can sign up to a Subscription in order to use services, in particular an e-mail and SMS campaign service for their customers who have already created a customer account or for opt-in customers who are part of the shopymind network.

The www.shopimind.com website also offers a service that enables vouchers to be sent to the said customers, to benefit from statistics on the conversion rate of campaigns, as well as a set of services enabling the e-merchant to carry out marketing and communication actions with their contacts.

Article 3 – Definitions

The following terms shall have the meanings set forth herein unless otherwise specified.

“GTC”: refers to the General Terms and Conditions of Sale applicable to the relationship between SHOPYMIND and the Customers.

“SHOPIMIND”: refers to the Services, the Software and its variations as marketed by the company SAS SHOPYMIND.

“Customer”: means any legal or natural person, e-merchant, with legal capacity, having registered on a fee-paying basis or free of charge to use the SHOPIMIND Services for professional purposes in compliance with the GTC, including natural person users who use the Services in the name and on behalf of the Customer.

“User”: refers by name to the natural person customer using the SHOPIMIND Services based on a username, as well as the natural persons who use the Services in the name and on behalf of the Customer.

“Services”: refers to all the services offered to the Customer by the company SHOPYMIND via the website www.shopimind.com.

“Content”: means any information, text, still or animated image, data, sound, multimedia file, or hypertext link exchanged, communicated and transmitted between the customer and SHOPYMIND.

“Contract”: refers to the whole contractual unit between the customer and SHOPYMIND, with a view to the use of the SHOPIMIND Services and its acceptance of these GTC.

“Internet”: refers to the public network of interconnected server computers with multiple geographical locations around the world.

“Software”: refers to all software offered by SHOPYMIND that can be used by Customers using Internet technology.

“Browser”: means software used to navigate computer networks and their databases, particularly on the Internet.

“Cookie”: means a set of information created and stored in a small file by a server on a computer that connects to that server. This information can be reviewed and changed by the same server when you log in at a later time.

“Host”: refers to the company with which SHOPYMIND sub-contracts the hosting of the SHOPIMIND Services and the Customer’s databases.

“Registration”: refers to the action of the Customer to register their contact details for the use of the SHOPIMIND Services, whether in return for payment or free of charge. Registration is equivalent to an order and acceptance of these GTC.

“Personal Data”: refers to personal data enabling a natural person to be identified directly or indirectly within the meaning of the regulations in force.

“Website”: means the website accessible via the address www.shopimind.com from which the Services can be accessed.

“Contacts”: refers to the customers and visitors to the Customers’ e-commerce site to whom SHOPYMIND sends, in particular, SMS messages and e-mails in the name of and on behalf of the Customers in the context of the use of the Services.

“Subscription”: means the financial consideration paid monthly by the Customer to SHOPYMIND for the use of the Services.

“Dashboard”: means the space made available to the Customer with a username and a password, enabling them to access all SHOPIMIND Services.

Article 4 – Characteristics of the Services offered by SHOPYMIND

SHOPYMIND makes available to its Customers a paid service for access to Software that operates using Internet technology and is accessible via this technology.

SHOPYMIND provides the Customer with a connection module whose exclusive rights belong to SHOPYMIND.

SHOPIMIND Services allow the e-merchant to automatically contact the Contacts by e-mail and SMS as part of their own communication strategy. 

SHOPYMIND offers four main types of Services, which are themselves broken down into different functionalities:

• Automated reminders
• Newsletters
• Responsive publisher
• Statistics

All of these Services are detailed in the “Features” page of the Website.

The Customer only has access to the Software or part of the Software for which they have taken out a subscription.

The Customer may have as many simultaneous Users as they wish provided that they have previously created the corresponding usernames.

The Software may be modified based on improvements or updates made, SHOPYMIND will communicate to the Customer, within a period of one month, a summary description of the major changes to the Services.

SHOPYMIND reserves the right to cease marketing the Software, provided that it informs the Customer by any means that they may continue to have access to the Software for the duration of the Subscription to which they have subscribed or has at least one (1) month’s notice before access to the Software is definitively interrupted.

The Customer must take all the necessary measures to safeguard their data within this period.

The cessation of the marketing of a Service by SHOPYMIND may not give rise to any compensation or reparation whatsoever to the Customer.

The advice that SHOPYMIND may provide is only given for the use of the Software and under no circumstances for the organisation or management of the e-merchant’s customer base. It is therefore expressly stated that SHOPYMIND provides Services and Software but cannot under any circumstances replace any function of the Customer’s company.

In order to be able to use the Services, the Customer must :

• Have Internet access
• Having an active account on the Website

Generally speaking, all technical means, as well as telecommunication costs enabling access to and use of the Website and the Services are at the exclusive charge and under the sole responsibility of the Customer. The Services do not include installation, configuration, adaptation, customisation, nor the adaptation of the Services to the specific needs of the Customer, nor training services.

Any other service that may be provided to the Customer must be the subject of a specific written agreement.

The use of the Services is not accompanied by any other guarantee whatsoever other than those expressly granted herein.

Article 5 – Subscribing to the Service

The Customer must connect to the Internet and then to www.shopimind.com to use the SHOPIMIND Services and in particular its Software.

Use of the SHOPIMIND Software is possible after the Customer has registered on the Website.

Access to SHOPIMIND Services requires the Customer to register on the Website. This registration is an essential prerequisite for subscribing to the Services.

In the context of this registration, the Customer must provide the following information:

• E-mail address
• Password
• URL address of the Customer’s e-commerce website
• Indicate the e-commerce solution used (Prestashop or Magento)

To register, the Customer must accept these General Terms and Conditions of Sale by ticking the boxes provided for this purpose.

The Customer guarantees that the data communicated, at the time of registration and subsequently, whether mandatory or optional, are accurate, in good faith, and true.

SHOPIMIND cannot be held responsible for the provision of false information by the Customer or for the consequences thereof.

Once the registration has been confirmed, the Customer will receive a confirmation e-mail containing a link that must be clicked on to validate the registration.

The Customer must then complete a second form and indicate: surname, first name, company, VAT number, mobile phone number, landline number, postal address.

The Customer will also have to indicate, by clicking on “Yes” or “No”, whether they accept their contractor logging in to their account and, if so, the Customer will have to provide the contractor’s e-mail address.

The Customer will then have to connect the SHOPIMIND module in order to install it on their website.

The Customer is informed that the synchronisation of their own customer data will be carried out at that time. In some cases, however, manual import will be possible at a later date.

Finally, the Customer will then have access to their Dashboard, which is strictly personal and they will have to select the chosen offer.

Access to the Dashboard by the Customer is by means of a unique user name and password, which they will not divulge and which are strictly personal. The Customer is solely responsible for the use of these login details by third parties, and as such indemnifies SHOPIMIND against any request and/or action based on a use, fraudulent or not, of these login details. To avoid fraudulent use of the login details, the Customer undertakes to choose a password that allows a high level of security according to the standards and recommendations currently in force.

FURTHERMORE, THE CUSTOMER VOUCHES FOR THE COMMITMENT OF THE USERS WHO WILL ACCESS THE SERVICES TO RESPECT THE PRESENT GENERAL CONDITIONS OF SALE.

These GTC constitute a contract for the provision of services which each party undertakes to respect and execute in good faith.

In view of the subject matter hereof, the parties acknowledge that they are committed to each other by a contract for ongoing provision.

Article 6 – Duration of the Subscription

The Subscription offered by SHOPIMIND to its Customers is a monthly subscription without any commitment of duration.

When registering, a trial period is offered to the customer. The trial period starts as soon as the first e-mail is sent by SHOPYMIND. The duration of the trial period is calculated according to the turnover recovered.

Shortly before the end of the trial period, the Customer will be informed by e-mail. At that time, they have the choice to continue or not continue to use the Service.

If they wish to continue, they are offered the various possible offerings. The most suitable offer is put forward (calculated from the trial period).

The Customer may terminate the Subscription at any time subject to the conditions set out in Article 8 below.

Article 7 – Prices – Terms and means of payment

7.1. PRICE

SHOPYMIND makes its Services available to its Customers in return for the payment each month of a Subscription under the conditions defined below.

The prices of all Services offered by SHOPYMIND are detailed in the “Our Offers” page of the Website.

These prices are expressed in euros and exclude taxes. The invoicing presented to the Customer will therefore have the addition of the duties and taxes in force on the date of invoicing.

The prices given by SHOPYMIND may be subject to change; the customer will be informed by e-mail at least one (1) month in advance. In the event of disagreement with the newly applicable financial conditions, the Parties may terminate the Contract by registered letter with acknowledgement of receipt within one (1) month.

It is specified that the use of SHOPIMIND Services as confirmed at the time of the customer’s registration can only take place after receipt of payment by SHOPYMIND.

At the time of subscription, different billing options are offered:

– Automated subscription

This subscription is calculated automatically according to the number of pages viewed per month on the Customer’s e-commerce site. The price may vary upwards or downwards depending on the traffic on the Customer’s e-commerce site.

– Newsletter subscription

This subscription is calculated based on the monthly volume of emails required by the Customer. The Customer is free to change the offer during the month or the following month. The volume that is potentially unused during the current month is not carried over to the following month.

– Newsletter credits

Newsletter credits can be purchased at any time by the Customer. They are not subject to renewal unless the Customer activates the automatic renewal option. The newsletter credits enable the Customer to send a certain volume of newsletter emails. Newsletter credits have no expiry date.

– SMS Credits

SMS credits can be purchased at any time by the Customer. They are not subject to renewal unless the customer activates the automatic renewal option. SMS credits enable the Customer to send a certain volume of SMS messages. SMS credits have no expiry date.

– Email Retargeting Credits

Email Retargeting Credits can be purchased at any time by the Customer. They are not subject to renewal unless the Customer activates the automatic renewal option. Email Retargeting Credits enable the Customer to send a certain volume of Retargeting emails and to collect the data associated with the Opt-In Lead. Email Retargeting credits have no expiry date.

7.2. PAYMENT OF THE SUM, TERMS OF PAYMENT AND MEANS OF PAYMENT

By approving the present GTC, the Customer agrees to pay SHOPYMIND the price excluding tax every month until the present GTC are terminated by either of the Parties.

SHOPYMIND allows its Customers to use a Bank Card as a payment method on the Internet via the PAYBOX DIRECT PLUS service, which enables automated management of monthly subscriptions with variable amounts.

Upon receipt of payment, access to the SHOPIPMIND Services reserved for Customers will be enabled.

In the event of non-payment within fifteen (15) days after a reminder by SHOPYMIND, access to all SHOPIMIND Services will be suspended.

Any delay in payment in relation to the agreed due date will give rise to the application of penalties equal to three (3) times the legal interest rate in force on the date of the invoice and an indemnity for recovery costs of a minimum flat-rate amount of forty euros (€40), without the need for any prior formal notice, and without this clause precluding any action for the recovery of the debt. All costs incurred as a result of this failure will be or remain the responsibility of the defaulting debtor.

Article 8 – Termination of the Subscription

SHOPYMIND reserves the right to unilaterally terminate this agreement and the GTC, without justification, by giving one (1) month’s notice.

The Customer also has the right to terminate this agreement and to cancel their Subscription, at any time, without having to provide any justification, either directly from the customer interface, or by sending their request by registered letter with acknowledgement of receipt to the address :

SAS SHOPYMIND

45, rue Frederic Joliot Curie

13013 MARSEILLE

FRANCE

Nevertheless, the Customer acknowledges and accepts that the said request can only be taken into account for the coming due date when it is made before the tenth (10) of the current month.

The Customer is informed that this action triggers the deletion of all their User accesses and as a result the automatic interruption of their Subscription.

Any account that has been inactive for a period of six (6) consecutive months may be deleted after the Customer has been informed with one (1) month’s notice.

In the event that a party contravenes the provisions of the General Terms and Conditions of Sale, the complainant may terminate the contract, automatically, ipso jure and without any formality, thirty (30) days after a formal notice by registered letter with acknowledgement of receipt has remained without effect or, where applicable, immediately if the alleged breach is not likely to be remedied.

Termination of the Contract, for whatever reason, whether early or at the end of the Contract, will entail the termination of the right to use the Services and the deletion of the Customer’s account on the Website. The Customer will be personally responsible for the recovery of the Data, it being specified that the deletion of this Data will take place automatically 6 months after the termination of the contract, unless there is a legal obligation to the contrary.

Article 9 – Personal data

The provisions applicable to the processing of Personal Data provided by the Customer to SHOPYMIND (data controller) for the execution of these General Terms and Conditions of Sale are set out in the Privacy Policy attached as an Appendix at the end of these General Terms and Conditions of Sale.

The provisions applicable to the processing of the Personal Data of the Contacts provided by the Customer (data controller) and processed by SHOPIMIND (sub-contractor) are set out in the Appendix “Personal Data” at the end of these General Terms and Conditions of Sale.

Article 10 – Availability of Services – Maintenance

The customer acknowledges that the techniques employed by SHOPYMIND are in the complex field of computer technology. SHOPYMIND’s commitment is in the nature of an obligation to make best efforts, with SHOPYMIND having to limit as far as possible in terms of time and number the interruptions to the Services necessary for their maintenance or improvement.

SHOPIMIND Services are available 24 hours a day, 7 days a week.

Nevertheless, SHOPYMIND will not be held responsible for any interruptions caused by the occurrence of an event beyond the control of SHOPYMIND, any technical problems or a case of force majeure.

It is therefore up to the Customer to protect themselves against these risks.

For maintenance purposes, SHOPYMIND reserves the right to make occasional interruptions to SHOPIMIND Services.

SHOPYMIND may not be held liable to Customers due to the possible malfunctioning of the Services or the technical means used, or to the complete or partial unavailability of the Services whatever its duration, in whole or in part or access to the Website, nor in the event of modification, deterioration, alteration or loss of all or part of a Customer’s Content.

The equipment (computer, mobile phone, software,  telecommunications devices, etc.) enabling access to the Site and the Services are the exclusive responsibility of the Customer, as are the telecommunication costs incurred by their use.

SHOPYMIND reserves the right to refuse the presence, on its servers, of files imported by customers which are deemed to be technically non-compliant with the servers or to be detrimental to their performance.

Article 11 – Obligations of the Customer

In addition to the payment of the price corresponding to the SHOPIMIND Services, the Customer must use a microcomputer allowing them to access the Internet with an Internet connection of at least 512 kbits/s and a browser.

The Customer declares that they have received from SHOPYMIND all the advice and information necessary to use the Services offered and must verify the suitability of the Service to their needs.

All the costs necessary for the equipment and the connection of the Customer to the Internet and the use of the SHOPIMIND Services are at the exclusive charge of the Customer.

The Customer acknowledges by adhering to these General Terms and Conditions of Sale that they are solely and entirely responsible for the use of the data, information and other content that they transfers and disseminate through the service and that they have been fully informed of the extent of their contractual obligations.

Article 12 – Intellectual Property

SHOPYMIND is the holder of all the necessary rights to use the Software.

The Website is the property of SHOPYMIND.

The Customer and the User acknowledge that copyright and other rights relating in particular to intellectual and industrial property, whether or not covered by applicable law, concerning the Website and the Services, including but not limited to all modifications, translations, adaptations, improvements, corrections, updates or new versions, derivative works, compilations, technical know-how, are and remain reserved at all times to SHOPYMIND.

Any infringement of SHOPYMIND’s rights by a Customer or User may give rise to legal proceedings, in particular in the field of infringement of copyright, and may lead to the removal of access to the Services without notice or compensation and without this removal constituting any damage for the Customer or User.

Where necessary, it is specified that the Contract does not confer on the Customer any title or property right over the Website and the Services.

Article 13 – Responsibilities – indemnities

SHOPYMIND provides its Customers with the technical means to exchange information via the Website www.shopimind.com.

SHOPYMIND cannot be held responsible for the content, messages sent by Customers to Contacts or any information exchanged on its network using the SHOPIMIND services.

The Customer is therefore solely responsible for the information, content and messages intended for Contacts and indemnifies SHOPYMIND against any recourse in this respect.

If, as a result of an extraordinary event, SHOPYMIND is brought before a court of law for an act committed by one of its Customers in breach of these General Terms and Conditions of Sale, the Customer undertakes to pay all legal costs, legal fees and all indemnities that SHOPYMIND may be required to pay to a third party for non-compliance with the present Terms and Conditions.

The Customer undertakes not to damage the reputation or privacy of others, nor intellectual property rights in the transmission of messages and various information to its own customers via the SHOPIMIND Services and indemnifies SHOPYMIND in this respect.

The Customer confirms the truthfulness of the data that they have communicated at the time of their registration and acknowledges that any act of such nature as to be qualified as impersonation or misleading as totheir identity is strictly forbidden.

In this respect, the Customer may be subject to criminal and civil proceedings by SHOPYMIND and any other person who has been the victim of such acts.

When the Customer is registered as a representative of the company for which they carry out their professional activity, they guarantee that they have the agreement of their company and acknowledges that they are the sole representative of the company’s interests.

In any case, SHOPIMIND cannot be held responsible for any damage caused to the said company via the services made available to its customers.

The Customer indemnifies SHOPYMIND against any action for copyright infringement by third parties and SHOPYMIND may under no circumstances be held liable.

Article 14 – Applicable law – Attribution of jurisdiction

These GTC constitute a contract for ongoing provision governing relations between SHOPYMIND and its Customers.

These terms and conditions are governed, interpreted and applied in accordance with French law.

In the absence of an amicable resolution within one (1) month from the notification of the dispute by one party to the other party, the Commercial Court for the location of SHOPYMIND’s registered office has sole jurisdiction to rule on any dispute between the parties, in particular concerning the execution, interpretation, termination or resolution of the present contract. The preliminary conciliation procedure will not be applicable in the case of summary proceedings or emergency.

Article 15 – Miscellaneous

If one or more provisions hereof were to be declared null and void pursuant to a law, a regulation or following the final decision of a competent court, the other provisions would retain their full force and scope.

The fact that one of the parties does not at a given time require the strict performance by the other party of any provision or condition of these General Terms and Conditions of Sale shall not be deemed to constitute a definitive waiver of such provision or condition. Consequently, each of the parties may at any time request the strict and complete execution by the other party of these General Terms and Conditions of Sale.

The Customer grants SHOPYMIND the right to use and reproduce the Customer’s name, company name and logo, for reference purposes only, for any distribution or use on the website or on any of SHOPYMIND’s commercial media.

LEGAL NOTICE

ShopyMind SAS

45, rue Frédéric Joliot Curie, 13013 Marseille

Simplified joint-stock company with a capital of €4375

RCS Marseille B 790 561 195

Intra-Community VAT FR 35 790561195

Publication Director : Jean-Sébastien COUVERT

Tél.: 04 86 68 40 40

Hosting company:

OVH

2 Rue Kellermann, 59100 Roubaix

ONLINE

8 rue de la ville l’Evêque, 75008 PARIS

Start your trial or ask for a demonstration :

€1000 turnover free!