ARTICLE 1. PRECONTRACTUAL INFORMATION
1.1 The Parties
These General Terms of Sale are entered into between: Company DISRUPTDEAL SAS, French Société par Actions Simplifiée (simplified joint-stock company), registered with the PERPIGNAN Trade and Companies Registry under number 834104820, whose registered office is located at 26 rue Michel BOHER, 66600 RIVESALTES, France, with share capital of 100 000 Euros (€), hereafter referred to as the “Supplier”, of the first part, And, The Partner is the beneficiary of the LEADS. The latter declares that it has the legal capacity to enter into agreements, is properly registered and has granted the necessary authorisations to the signatory of the fee quote and/or purchase order for entering into an agreement with DISRUPTDEAL; hereafter referred to as the “Partner”, of the other part. Hereafter referred to together as the “Parties”.
The words indicated below are defined in order to be applied in these General Terms of Sale. “Agent”: refers to the private individual employee of DISRUPTDEAL who answers the Potential Customer via the Chat Bubble; or who calls the Potential Customer by telephone when requested by the latter. “Chat Bubble” or “Chat”: Private instant messaging software solution provided by DISRUPTDEAL, enabling a real-time dialogue between the Potential Customer and the DISRUPTDEAL Agent. “Campaign”: refers to the marketing operation for collecting Leads from internet users aiming at one or several products or one or several services duly described in the fee quote and/or purchase order. “Data Recipient”: Refers to the Partner and/or its Professional Sellers. “Commercial Data”: Refers to all of the commercial information presenting the products offered for sale by the Partner. This includes the pictures of vehicles, the logos, designs, graphics or content identifying the make, and/or the trade name, of the Partner. “Personal Data” or “Data”: refers to the data as defined in article 4 of the GDPR. “Form”: refers to the format by which a Potential Customer may send information on a Project. “Lead”: A (1) lead is a set of information collected from a Potential Customer in relation to the latter’s Project. There are as many Leads as Projects for the same Potential Customer. “Instant Messaging”: Messaging solution proposed by a third-party editor to DISRUPTDEAL, such as Facebook Messenger, or other instant messaging service, edited or not by a social media, accessible via the Internet. “Project”: refers to a Potential Customer’s unique motor vehicle purchase or rental project, of a good or service. A Potential Customer may have several purchase or rental projects, of one or several goods or services. “Potential Customer(s)”: All internet users having triggered a Chat Bubble, the Instant Messaging, or completed a Form in relation to a Project. “Regulation”: refers to French Act no.78-17 of 6th January 1978 (IT and Freedom Act) and French Act no.2004-575 of 21st June 2004 for trust in the digital economy. “Data Controller”: refers to DISRUPTDEAL. “Processing”: any computer operation on the data or any set of operations performed or not using automated processes applied to data collected by the Supplier in the name and on behalf of the Partner. “Professional Seller(s)”: the sellers and sales representatives of the Partner receiving the LEADS.
ARTICLE 2. PURPOSE OF THE AGREEMENT
2.1 These General Terms of Sale, or “GTS”, aim at defining the terms and conditions of implementing the sale of the LEADS by DISRUPTDEAL to the Partners. 2.2. The sale of a Lead refers to the granting by DISRUPTDEAL to the PARTNER of a right to use the Potential Customer’s data regarding a Project. 2.3. The right to use the LEAD is granted on a non-exclusive basis. The PARTNER is informed that other partners of DISRUPTDEAL may receive the LEAD. 2.4 The PARTNER becomes the final recipient of the personal data of the LEAD of the Potential Customer for the Campaign defined in the fee quote and/or purchase order, in accordance with the Regulation.
ARTICLE 3. SCOPE OF APPLICATION AND ACCEPTANCE OF THE GTS
3.1. The Parties’ contractual obligations are defined by: the PARTNER’s purchase order, the fee quote from DISRUPTDEAL, and these General Terms of Sale. It is an indivisible contractual set, hereafter referred to as the Agreement. 3.2 The PARTNER is deemed to have accepted DISRUPTDEAL’s General Terms of Sale, unreservedly, and declares to have waived, in this respect, the right to refer to any contradictory document, in particular its own general terms of purchase which will not be binding on DISRUPTDEAL, even if the latter has been made aware of them. 3.2. The PARTNER is a third party, independent of DISRUPTDEAL, which is exclusively liable for the sale of its goods or the supply of its services. DISRUPTDEAL does not sell or supply the PARTNER’s goods or services. 3.4. The agreement may not begin until the PARTNER has paid the deposit stipulated in the fee quote, and/or provided full and accurate Commercial Data, including the photos, graphics, and publicity content. 3.5. Any amendment to the Agreement must be requested in writing by the PARTNER with a notice period of 5 working days before its application. This request is left to the appreciation of DISRUPTDEAL, which reserves the right to accept it or refuse it.
ARTICLE 4. Communication of LEADS
4.1 In relation to the Campaign, the LEAD communicated contains all of the information related to the Potential Customer’s Project. 4.2 The delivery takes place exclusively to the Professional Sellers duly indicated by the PARTNER, in digital format, in a format agreed by the PARTIES, and using an API or any other digital channel indicated by the PARTNER in the fee quote and/or purchase order. 4.3 The LEADS come from various collection means after a written and/or verbal dialogue, and/or video between an Agent and the Potential Customer: by Chat, Instant Messenging, publicity form, website(s) that may be developed under the responsibility of DISRUPTDEAL for the correct performance of this agreement. 4.4. DISRUPTDEAL organises the connection between the Potential Customers and the Professional Sellers, confidentially. This means that the LEADS are processed with a high level of safety and confidentiality.
ARTICLE 5. PRICES
5.1. The financial terms are established on the basis of real clicks, per Lead, or per subscription, set out in the fee quote and/or the purchase order. The pricing depends on the product(s) or service(s), the Campaign and the level of qualification of the LEAD which are specified in the fee quote and/or the purchase order. 5.2. The fact that the Potential Customer enters into an agreement or not with the PARTNER has no impact on the invoicing of the LEADS by DISRUPTDEAL.
ARTICLE 6. TERMS AND CONDITIONS OF PAYMENT AND PENALTIES
Payments are made by bank transfer, upon receipt of the invoice, within the maximum legal period of thirty (30) days. No discount for early payment will be granted. DISRUPTDEAL reserves the right to suspend any management of an Agreement when it is faced with a refused payment authorisation from officially-approved organisations or in the event of lack of payment.
6.2. Late payment
In the event of late payment of an invoice, the PARTNER will owe a late penalty calculated by applying the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, to the total amount of the unpaid tax-inclusive amount (Article 441-10-II of the French Commercial Code). In 2021, this penalty amounts to 10%. The late penalties will be due, as of right, after prior notification of a formal demand sent by mail and by registered post, in accordance with article 14. Any PARTNER with outstanding invoices will owe a fixed indemnity, as of right, to the creditor, for debt collection costs, of which the amount is equal to forty (40) Euros per unpaid invoice, without prejudice to the debt collection costs actually incurred.
ARTICLE 7. COMMITMENTS IN RELATION TO PERSONAL DATA
7.1. DISRUPTDEAL’s commitments
DISRUPTDEAL declares that it respects and undertakes to respect the Regulation applicable in France, as data controller. DISRUPTDEAL has appointed a data protection officer: Ms. Alexandrine PANTZ, LEGAPOLE AVOCAT CABINET PANTZ. 7.2. Guaranteed compliance of collection of Data communicated When collecting LEADS, DISRUPTDEAL processes the Personal Data of the Potential Customers. The PARTNER is informed that DISRUPTDEAL meets with its obligations in relation to the Regulation. In this respect, DISRUPTDEAL undertakes to ensure that the processing of the Data of the Potential Customers is lawful, loyal and transparent. DISRUPTDEAL respects its transparency obligation in relation to the Potential Customers by submitting a Personal Data Charter to them.
7.3. Validity of Consent after transfer of Data
The legal basis of processing the Potential Customer’s Data is consent. DISRUPTDEAL undertakes to obtain specific and enlightened consent from the Potential Customer for the following purposes: - Processing of personal data by DISRUPTDEAL, - Putting the Potential Customer into contact with the PARTNER and transfer of Data to the PARTNER, with the capacity of final recipient, - Continuation of business development by the PARTNER for the purpose as described above. The purpose of the processing corresponds to the Project of the Potential Customer and the Campaign indicated in the fee quote and/or purchase order. - Statistics for educational purposes, after making them anonymous.
7.4. PARTNER’s commitments
The PARTNER declares that it respects the Regulation, and in particular the purpose for which the consent of the Potential Customer has been obtained. It undertakes more specifically not to contact the Potential Customer for other purposes, or to market other products or services which do not fall within the scope of the Project or the Campaign duly indicated in the fee quote and/or the purchase order. The PARTNER undertakes to take all useful precautions to maintain the safety of the Data communicated and, in particular, to prevent them from being distorted, damaged or accessed by unauthorised third parties. The PARTNER undertakes to guarantee the actual use of the Potential Customer’s rights. The PARTNER is informed that the Potential Customer has the right to withdraw consent, or to limit it, for the processing of the Data at any time in accordance with the Regulation in force. The PARTNER is forbidden from using the Data again for any purpose other than that for which the specific consent has been given by the Potential Customer. The PARTNER is forbidden from selling on or transferring the Data from a Lead to a third party after the sale of the Service, unless the transfer is legally justified.
7.5. Effectiveness of the use of the Potential Customers’ rights
The PARTNER undertakes to guarantee the actual use of the Potential Customer’s rights. The PARTNER is informed that the Potential Customer has the right to withdraw consent, or to limit it, for the processing of the Data at any time in accordance with the Regulation in force. In the event that the Potential Customer uses one of his/her rights regarding his/her Personal Data, collected and communicated in a LEAD to DISRUPTDEAL, the Supplier undertakes to immediately inform the PARTNER by sending a documented email to the email address of the PARTNER’s DPO indicated in the fee quote. Reciprocally, if the Potential Customer uses one of his/her rights in relation to the PARTNER regarding his/her Personal Data collected and communicated in a LEAD, the PARTNER undertakes to immediately inform DISRUPTDEAL by sending a documented email to email@example.com.
The PARTNER becomes the data controller of the LEADS once the data flow is sent. The routing and transfer of the LEADS by digital or logical means take place under the PARTNER’s responsibility. DISRUPTDEAL cannot, in any event, be held liable if the Potential Customer uses rights aiming at limiting or withdrawing the consent. DISRUPTDEAL cannot, in any event, be held liable for legal or case-law evolutions that do not or no longer allow the PARTNER to continue the commercial relations with the Potential Customer.
ARTICLE 8. Protection of the PARTNER’s Personal Data
8.1 For the proper performance of the Agreement, DISRUPTDEAL collects the Personal Data of the PARTNER’s staff members and of the Professional Sellers. DISRUPTDEAL is authorised to use the Personal Data for commercial contacts in accordance with the legal rules in force. The Data collected in this respect are as follows: Surname, first name, email address, telephone number of private individuals with whom DISRUPTDEAL is in contact in relation to the Agreement. The collection is based on the performance of the Agreement. DISRUPTDEAL undertakes not to use the Data collected for purposes other than those indicated above (except request from a court and/or relevant authority). The Data are conserved on active basis for the term of the Agreement and/or three (3) years as from the last contact with the PARTNER or one of its PROFESSIONAL SELLERS, and on archive basis for a period of five (5) years. 8.2 DISRUPTDEAL however reserves the right to communicate all or part of the Personal Data of the PARTNER’s Professional Sellers to its data processors for the correct performance of the Agreement. 8.3 DISRUPTDEAL undertakes to take all useful precautions to maintain the safety of the Data communicated and, in particular, to prevent them from being distorted, damaged or accessed by unauthorised third parties. The PARTNER is informed of the right to ask DISRUPTDEAL for access, rectification, erasure or portability of the Personal Data. But also the possibility to ask for limited processing or to object to the processing of the Data. To use his/her rights, the data subject may contact DISRUPTDEAL by e-mail sent to: firstname.lastname@example.org or by letter sent to 26 rue Michel BOHER 66600 RIVESALTES, France, indicating his/her full details (surname, first name, address, telephone number, email address) and specifying the purpose of the letter. He/she may be asked to give proof of identity. In the event of a dispute, the PARTNER should send an online claim to the CNIL www.cnil.fr.
ARTICLE 9. OBLIGATIONS AND RESPONSIBILITIES OF DISRUPTDEAL
9.1. Guaranteed continuity
DISRUPTDEAL undertakes to endeavour to ensure access and delivery of the LEADS to the PARTNER by DISRUPTDEAL in accordance with the provisions of these GTS. DISRUPTDEAL’s liability may not be incurred in the event of damage or problem related to the sale of LEADS to the PARTNER that do not fall within the normal scope of performance of these GTS.
9.2. Guaranteed transparency
DISRUPTDEAL undertakes to give evidence of any invoice, upon simple request. DISRUPTDEAL has set up a logging system of actions, used as a basis for invoicing the Services.
9.3. Obligation of means
DISRUPTDEAL may not, in any event, be held liable in relation to the PARTNER in the case of termination of the agreement by the Potential Customer, loss of earnings, increased costs, action or claim brought by a third party against the PARTNER. DISRUPTDEAL is not liable in events in which the Potential Customer no longer wishes to be put into contact or does not answer the PARTNER. DISRUPTDEAL declines all liability in the event that the PARTNER does not obtain satisfaction from the encounters made via the Lead. DISRUPTDEAL’s liability in relation to the PARTNER may only be incurred for the amount of the direct damage resulting from a proved fault. In order to put forward its rights, the PARTNER should set forth any claims by registered letter with confirmation of receipt, within a period of forty-five (45) working days as from the discovery of a problem, with all related elements of proof, sent to DISRUPTDEAL; otherwise, any related action may be forfeited. No claim may be validly accepted in the event of lack of respect of these formalities and periods by the PARTNER. DISRUPTDEAL is not supposed to substitute for the PARTNER for the implementation, deployment or design of its commercial communication.
9.4. Confidentiality undertaking
DISRUPTDEAL undertakes not to disclose the Commercial Data and the Data, whether personal or not, and information, in particular commercial information, of which it may have knowledge due to the implementation of the GTS.
ARTICLE 10. GUARANTEES AND OBLIGATIONS OF THE PARTNER
10.1 The PARTNER has an active collaboration and loyalty obligation in relation to DISRUPTDEAL. 10.2 Commitment regarding use. In this respect, it declares that the Campaign, and the products and services indicated in the fee quote and/or purchase order are correct. It undertakes not to misuse the purpose or to propose other products or other services to the Potential Customers. It also undertakes not to contact them for other Campaigns or other purposes. The PARTNER guarantees that the Commercial Data that it will provide to DISRUPTDEAL will be correct and complete. It undertakes to provide it with the Commercial Data within short periods that are compatible with the Agreement. 10.3 In the event of breach of the commitment regarding use, the PARTNER will be liable for: - additional invoicing corresponding to the price actually applicable to the LEAD delivered for the purpose and Campaign actually used by the PARTNER - a penalty equal to five (5) times the additional amount invoiced. The penalties are due on the day after receipt of the first formal notice in accordance with article 14. 10.4 The PARTNER undertakes to inform DISRUPTDEAL immediately of any change about it. The following information in particular is involved, without limitation: name, postal address, email address, SIRET and SIREN number; PARTNER’s telephone number. 10.5 For the correct performance of this document, the PARTNER grants the right to DISRUPTDEAL to use its logo, the photos, graphics and more generally any communication document of its make, regarding its product on all digital, web, internet formats, required for the correct performance of the Agreement, in order to highlight the product of its make.
ARTICLE 11. CONVENTION OF PROOF
In addition to the legal provisions acknowledging the evidentiary value of electronic texts, the PARTNER acknowledges the validity and evidentiary value of the click triggering a validation button, or on one of its windows including pop-ups, emails, text messages, logins and all electronic or digital recordings, and is informed that they may be kept as binding proof by DISRUPTDEAL.
ARTICLE 12. INTELLECTUAL PROPERTY RIGHT OF DISRUPTDEAL
12.1 DISRUPTDEAL is and remains owner of the intellectual property rights on all of the elements implemented in relation to collecting the LEADS: Chat Bubble, FACEBOOK account, INSTAGRAM, website(s) that may be developed under its responsibility for the correct performance of this document. 12.2 Company DISRUPTDEAL owns the French MEETDEAL trademarks (no. 4437723 and 4437732). The PARTNER is therefore forbidden from making any reproduction or use of the Chat, MEETDEAL’s trademarks and logos, or any documentation about them, by any means whatsoever, in any way and on any format whatsoever, without prior, specific and written consent from DISRUPTDEAL.
ARTICLE 13. TERM AND TERMINATION OF THE AGREEMENT
13.1. The term of the agreement is that indicated in the fee quote and/or purchase order. If the fee quote and/or purchase order indicates a volume of LEADS to be communicated, the end of the agreement will be reached once the volume of LEADS to be communicated has been completed. 13.2. At the end of the initial contractual period, the PARTNER’s agreement may be extended for an identical period, in the same contractual conditions, unless specific terms are indicated in a new fee quote. 13.3. The PARTNER may object to the extension or terminate the Agreement, by sending a written request by email to email@example.com with confirmation of reading, and subject to respecting a notice period of one (1) month before the date of the end of the agreement.
ARTICLE 14. SUSPENSION AND EARLY TERMINATION
14.1 Suspension. DISRUPTDEAL may suspend the Agreement, as of right, without indemnity in favour of the PARTNER, in the following situations: - In the case of lack of cooperation and/or disloyalty observed by DISRUPTDEAL, and if the deeds involved must be stopped as a matter of urgency; - When the PARTNER’s actions compromise the IT security of DISRUPTDEAL, or the Personal Data of the Potential Customers or Agents, in any way whatsoever; - In the event of breach of any of the undertakings made in relation to this Agreement. This decision is made known to the PARTNER by registered letter with confirmation of receipt. The suspension may be stopped within a maximum period of three (3) working days as from receipt by DISRUPTDEAL of a registered letter with confirmation of receipt proving that the cause of the suspension notified to the PARTNER has been removed and subject to acceptance by DISRUPTDEAL.
14.2 Termination. In the event of serious breach, by a Party, of at least one of its obligations in relation to this document, this Agreement may be terminated by the other Party. It is specifically agreed that this termination will take place, as of right, fifteen (15) days after sending formal notice to perform or to provide any duly justified explanation regarding the serious breach in question. If no satisfactory answer is given at the end of this period, the termination will be ordered by the fault of the debtor of the obligation. The formal notice must compulsorily indicate the objections made. DISRUPTDEAL may also terminate the Agreement, as of right, in the event of a change in controlling interest of the PARTNER, and/or transfer of the PARTNER’s activity to a third party.
14.3. Consequences of the termination. The termination of the Agreement leads to the immediate stoppage of the delivery of the LEADS to the PARTNER. In the event of unilateral termination of the Agreement by the PARTNER, the PARTNER will pay, as compensation to DISRUPTDEAL, a termination indemnity of an amount equal to the amounts remaining due until the end of the undertakings made in the Agreement. This indemnity is due within thirty (30) days following the notification by registered letter with confirmation of receipt of the unilateral termination. The articles entitled “Intellectual Property”, “Confidentiality”, “Responsibility” and “Commitments in relation to personal data” will remain applicable in the event of termination of this document, for an additional period of five (5) years unless otherwise specifically indicated or in the case of a legislative or regulatory provision to the contrary.
14.4 Notices and formal demands will be sent by email and/or by registered letter to the email address and/or postal address of the PARTNER indicated in the fee quote and/or purchase order. If the PARTNER signing the Agreement is a representative, the latter will be the exclusive addressee of the notices and formal demands.
ARTICLE 15. REVERSIBILITY
In the event of termination of the contractual relations, for any reason whatsoever, DISRUPTDEAL undertakes to destroy or to return all of the Partner’s Commercial Data to the latter, upon its first request set forth by registered letter with confirmation of receipt, within a period of one (1) month as from the date of receipt of such request. The Partner will work actively with DISRUPTDEAL in order to facilitate the return of the Commercial Data.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1. The fact that DISRUPTDEAL does not take advantage, at a given time, of any one of these General Terms of Sale, may not be interpreted as a waiver of its right to take advantage of one of them at a later date. If any of the provisions of these GTS should be declared null and void by application of a law, regulation or further to a final ruling from a court, it will be deemed as unwritten and the other provisions will remain in force. 16.2. These GTS may be amended at any time by DISRUPTDEAL, in order in particular to take into account all regulatory, case-law, editorial and/or technical evolutions. The GTS in force are those indicated on the back of the fee quotes and invoices of DISRUPTDEAL.
ARTICLE 17. FORCE MAJEURE EVENT
17.1. A force majeure event is any event that is beyond the control of the debtor of an obligation, unavoidable, unconnected to the debtor, unstoppable, and which may not be prevented by the debtor, despite the appropriate measures implemented. As an exception to article 1218 of the French Civil Code, the following are considered specifically as force majeure events, in addition to those generally considered as such by the case-law examples from French courts: strikes, blockage of means of transport or supplies, earthquakes, fire, storms, flooding, lightning, epidemics and/or pandemics, total or partial lockdown, stoppage of telecommunications networks or difficulties specific to telecommunications networks unrelated to the debtor of the obligation. 17.2. The party claiming the situations indicated above must inform the other party immediately of their occurrence, and of the end of them. 17.3. If the situation is temporary, the performance of the obligation is suspended unless the resulting delay justifies the cancellation of the agreement. If the force majeure event lasts for more than three months, and the situation has become definitive, the agreement is cancelled as of right and the parties are released from their obligations. In the event of cancellation in this respect, the debtor of the obligation is released according to the service already performed; this will be invoiced accordingly.
ARTICLE 18. APPLICABLE LAW AND JURISDICTION
The parties specifically agree that these General Terms of Sale will be governed by French law. They are drafted in French. In the event that they are translated into one or several languages, only the French text will be binding in the case of a dispute. All disputes to which this agreement may give rise, regarding its validity, interpretation, performance, termination, consequences and outcome will be REFERRED TO THE COURTS WITHIN THE JURISDICTION OF THE TRIBUNAL JUDICIAIRE IN PERPIGNAN, FRANCE, WHICH WILL HAVE EXCLUSIVE JURISDICTION, NOTWITHSTANDING SEVERAL DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, INCLUDING FOR EMERGENCY PROCEDURES OR PRECAUTIONARY PROCEDURES, SUMMARY PROCEDURES OR THOSE UPON PETITION.