ARTICLE 1 – SCOPE AND ENFORCEABILITY

These General Terms and Conditions of Sale (hereinafter the “Terms and Conditions”), in accordance with Article L.441-1 of the French Commercial Code, constitute the sole basis of the commercial relationship between the Parties.

They shall automatically apply to the provision of services of any nature ordered from the “Service Provider”, KHIPLACE, by the customer (the “Customer”) in connection with the sale of services marketed by KHIPLACE (hereinafter the “Services”) through its website, www.khiplace.com (hereinafter the “Website”), to any professional customer acting in the course of its business and having created an account. They shall apply to the exclusion of the Customer’s own purchasing terms and subject to any special terms expressly accepted by the Service Provider.

They shall also automatically apply to the organisation and/or production of an event (the “Event”) or any communication operation, to the exclusion of the Customer’s own purchasing terms and subject to any special terms expressly accepted by the Service Provider.

These Terms and Conditions notably set out the purchasing, payment and delivery conditions applicable to the Services ordered by the Customer. The Customer may refer to the description of each Service available on the Website in order to review its characteristics.

By placing an order for a Service through the Website, the Customer unconditionally and unreservedly accepts these Terms and Conditions, together with the Website’s General Terms of Use, Privacy Policy and Members’ Charter, which the Customer acknowledges having read.

These Terms and Conditions are made available to Customers on the Website, where they may be consulted directly. They may also be provided upon request by email.

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ARTICLE 2 – SERVICES PROVIDED BY THE SERVICE PROVIDER

Each Service and subscription offered by the Service Provider is described on its Website.

The Service Provider reserves the right to remove any Service from the Website at any time and without prior notice.

The Service Provider may also organise one or more Events in person or by video conference. Registration for an Event implies the unconditional acceptance of these Terms and Conditions, to the exclusion of the Customer’s own terms and conditions.

Registration is personal and may not be transferred. The Service Provider reserves the right to accept or refuse registration for an Event without being required to provide the Customer with any justification.

Confirmation by email from the Service Provider, sent from contact@khiplace.com, is required for registration to become final.

The Customer may cancel its participation in an Event in accordance with the provisions set out in the applicable special terms and conditions.

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ARTICLE 3 – ACCESS TO THE WEBSITE AND ITS SERVICES

Any Customer wishing to benefit fully from the Website and its Services must create a personal account on the Website by completing the various fields in the account creation form, including the company name, the first and last name of the person responsible, their position, email address and telephone number.

The Customer must confirm its acceptance of these Terms and Conditions, the Website’s General Terms of Use, the Privacy Policy and the Members’ Charter.

Depending on the subscription purchased by the Customer, access to the Services may be limited to a specified number of devices or user workstations.

For the purpose of validating the registration, the Service Provider shall send a confirmation email to the email address provided by the Customer. The Customer must then activate its account by clicking on the hyperlink included in the confirmation email.

Each Customer warrants that the information provided for registration purposes is truthful and accurate, undertakes to notify the Service Provider of any subsequent changes and warrants that such information does not infringe any third-party rights.

The Customer may amend its information, username and password through its account on the mobile application.

The Customer undertakes not to disclose or transfer its account, username or password and shall remain solely responsible for their use until they are deactivated. The Customer must immediately notify the Service Provider of any loss or unauthorised use of its account.

The Service Provider reserves the right to delete the account of any Customer who has deliberately provided inaccurate information.

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ARTICLE 4 – PRICING CONDITIONS

The prices of the Service Provider’s Services, subscriptions and Events shall be communicated to the Customer in euros, excluding VAT, by way of a quotation provided before any order is placed.

The Service Provider reserves the right to amend its prices at any time in respect of any Services, subscriptions or Events ordered after such amendment.

Where Services are provided on an ongoing basis, invoiced at regular intervals and subject to automatic renewal, any change to the price of the Services shall take effect at the beginning of the next contractual period.

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ARTICLE 5 – INVOICING AND PAYMENT

By using the Services, the Customer accepts the sales and pricing conditions stated at the time of the Order.

Price of the Services

The applicable prices shall be those in force on the date of the Order. The Customer undertakes to pay the price of the Services within the agreed payment period.

Payment Terms

The price of the Services shall be payable for each Order by bank transfer, SEPA direct debit payable to KHIPLACE, or cheque.

For SEPA direct debits, the Customer shall complete and approve the direct debit mandate provided by the Service Provider.

The Customer undertakes to inform the Service Provider of any change of bank and to provide a new direct debit mandate.

Failure to Pay

Without prejudice to any damages that may be claimed, where the Customer fails to pay an invoice within three months of its issue, late-payment interest equal to ten times the French statutory interest rate shall automatically become payable, without prior notice, from the first day of delay. A fixed recovery fee of €40 shall also be payable in accordance with Articles L.441-1 et seq. of the French Commercial Code.

Any additional banking or administrative costs, including debt-recovery monitoring, reminder letters, telephone reminders and the resubmission of rejected direct debits, shall be borne by the Customer.

Should the failure to pay continue, the Service Provider reserves the right to close the Customer’s Account in accordance with Article 3.3 of the General Terms of Use.

It is expressly agreed that the Customer shall be deemed to have received formal notice to pay solely as a result of the debt becoming due, in accordance with Article 1344 of the French Civil Code.

In the event of late payment of any instalment, the Service Provider may, without prior formal notice, apply late-payment penalties at a rate of 10% to all amounts owed by the Customer, from the first day of delay until payment has been made in full, in accordance with Article L.441-6 of the French Commercial Code. The Service Provider may also require payment of a fixed recovery fee of €40, without prejudice to its right to seek compensation for any additional loss or damage.

Payment of Online Orders

The Customer expressly acknowledges that any order placed through the Website constitutes an order carrying an obligation to pay and therefore requires payment of the price of the Services in accordance with these Terms and Conditions and the information provided on the Service Provider’s Website.

Payment may be made by SEPA direct debit mandate, bank transfer or cheque.

Set-Off

The Service Provider may, at any time and without prior notice or formality, set off any amounts owed by the Customer in respect of Services supplied or ordered against any amount owed to the Customer by the Service Provider under these Terms and Conditions or any other agreement between the Parties.

The Service Provider reserves the right to treat amounts owed by the Customer in connection with the different Services purchased under this Agreement either as separate debts or as a single debt.

 

 

ARTICLE 6 – WEBSITE AVAILABILITY

The Service Provider shall use reasonable endeavours to ensure continuous access to and proper operation of the Website. However, it cannot guarantee that access to or operation of the Website will not be interrupted, notably in the event of force majeure, malfunction of the Customer’s equipment or internet network, failure of telecommunications operators, interruption of the electricity supply, abnormal, unlawful or fraudulent use of the Website by a Customer or third party, a decision by the competent authorities, or any other legitimate reason.

Where possible, general and temporary interruptions to the Website shall be announced on the Website before they occur, except where such interruptions are required on an urgent basis.

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ARTICLE 7 – LIABILITY

The Service Provider shall not be held liable where the failure to perform its obligations is attributable to the Customer, to an unforeseeable and unavoidable act of a third party to the agreement, or to an event of force majeure within the meaning of Article 1218 of the French Civil Code.

Such events include, without limitation, unforeseen circumstances such as strikes, work stoppages, social unrest, factory closures, flooding, fire, production or transport failures not caused by the Service Provider, supply shortages, war, riots, insurrection and, more generally, any circumstance or event preventing the Service Provider from properly performing its obligations.

The Service Provider shall not be liable for any indirect or non-material loss or damage, including financial loss, loss of opportunity, loss of profit, loss of contract, loss of orders, loss of customers, operating loss, commercial loss or disruption, or damage to reputation, arising from the delivery of non-compliant or defective Services or from the failure to provide the Services ordered.

In all circumstances, should the Service Provider be held liable, its liability shall under no circumstances exceed the price paid by the Customer to the Service Provider.

In accordance with Article 2254 of the French Civil Code, any legal action brought by a Customer against the Service Provider shall be time-barred one year after the date on which the Customer became aware, or is deemed to have become aware, of the event giving rise to the claim.

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ARTICLE 8 – HYPERLINKS TO THIRD-PARTY WEBSITES

The Service Provider exercises no control over the content of third-party websites referenced on its own Website.

The existence of a hyperlink between the Service Provider’s Website and a third-party website, including the websites of listed partners, does not mean that the Service Provider provides any guarantee or accepts any liability in relation to the content of that website or its use.

Each user of the Service Provider’s Website is responsible for taking all necessary precautions to ensure that any third-party website visited is free from viruses.

Without the Service Provider’s prior written consent, users are prohibited from creating a hyperlink from any other website to any page of the Service Provider’s Website.

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ARTICLE 9 – TERMINATION

Recurring Services – Termination Before the Agreed Expiry Date

Where a recurring Service is terminated before its agreed expiry date, the Customer shall pay the Service Provider the full amount of all fees or subscription payments remaining due until the end of the agreed term, together with any additional costs incurred and payable to the Service Provider.

Termination Before Completion of a Service

All agreed amounts shall remain payable to and retained by the Service Provider. Payments already made shall not be refunded.

The termination of one Service shall not affect any other Services currently being provided.

Termination of the Agreement

Early termination of the Agreement by the Customer shall not result in the termination of Services currently being provided.

The Agreement shall terminate once all Services have been terminated.

Termination for Breach

In the event that the Customer breaches any obligation under these Terms and Conditions or any other contractual document binding upon the Customer, the Service Provider may terminate the relevant agreement automatically if the breach has not been remedied within fifteen calendar days following the delivery of a formal notice by registered letter with acknowledgement of receipt.

It is further specified that the Customer may terminate only the Service directly affected by a breach committed by the Service Provider.

Termination of all Services shall result in termination of the Agreement.

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ARTICLE 10 – NO WAIVER

The Service Provider’s failure to rely upon or enforce any breach by the Customer of any of its obligations under these Terms and Conditions shall not constitute a waiver of the right to require the performance of such obligations.

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ARTICLE 11 – PROTECTION OF PERSONAL DATA

Each Party may collect and process personal data relating to the employees of the other Party, including their first name, surname, email address and telephone number, for the purpose of carrying out administrative operations connected with agreements, orders, deliveries, invoices and payments, and for the general management of the relationship with the Service Provider.

The data shall be intended for the internal departments of the Parties responsible for managing the relationship with the Service Provider.

In particular, access to the Services offered through www.khiplace.com and the mobile application requires the creation of a Customer account. Personal information is therefore collected for the purpose of providing the Services. Without this information, the account cannot be validated.

In this respect, the Parties undertake to comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC, hereinafter the “GDPR”, in relation to the personal data, hereinafter the “Data”, that they collect and/or process as part of their commercial relationship.

For this purpose, the Parties undertake to implement appropriate administrative and technical measures, together with the necessary physical safeguards, to protect the security, confidentiality and integrity of the Data exchanged as part of their commercial relationship.

Accordingly, the Parties shall not alter, damage, amend or delete the Data without the express consent of the relevant data subjects.

The Data collected shall be retained for the period necessary to fulfil the purpose of the relevant processing activity.

Data subjects are informed that they may:

• request information concerning the processing of their Data;

• obtain access to their Data;

• request the correction of incorrect, inaccurate or incomplete Data;

• request the deletion of Data where it is no longer required or where its processing is unlawful;

• request the restriction of the processing of their Data in specific circumstances; and

• obtain their Data in a commonly used, machine-readable format for personal use or for transfer to another service provider.

In all circumstances, data subjects may contact the Customer’s Data Protection Officer using the email address provided upon request, or the Service Provider’s legal department at dp@khiplace.com.

Lastly, where a person suffers material or non-material damage as a result of a breach of the GDPR, that person may lodge a complaint with the competent personal data protection authority, namely the French Data Protection Authority, the Commission Nationale de l’Informatique et des Libertés (“CNIL”).

 

 

ARTICLE 12 – INTELLECTUAL PROPERTY RIGHTS

The Service Provider’s Website is protected by intellectual property rights and is the exclusive property of the Service Provider.

Under copyright law, it is prohibited to use, exploit, reproduce, copy, distribute, extract, disseminate, download, translate, market or edit all or part of the information, documents, graphic materials or downloadable content available on the Website for any purpose other than their intended use.

 

 

 

ARTICLE 13 – FORCE MAJEURE

The Service Provider shall not be held liable for any failure to meet a deadline caused by an unforeseeable event or an event of force majeure within the meaning of Article 1218 of the French Civil Code.

Events of force majeure shall notably include any act of a civil or military authority, strikes in fact or in law, fire, flooding, a public health crisis such as COVID-19, water damage, storms, lightning, accidents, riots, terrorist attacks, failure to provide the documents required for the creation or implementation of a product, any act attributable to a third party, or any other external circumstance directly or indirectly preventing the Service Provider from performing its obligations.

The malfunction, restriction or interruption of electricity or telecommunications networks, internet networks, and in particular any failure or interruption of services provided by the Service Provider’s suppliers or subcontractors, shall also constitute events of force majeure.

Where an event of force majeure continues for more than sixty days from the date of its notification, the affected Party may terminate the Agreement automatically and without compensation by sending the other Party a registered letter with acknowledgement of receipt. No other formality shall be required.

 

 

ARTICLE 14 – INSURANCE

Each Party confirms that it holds a valid insurance policy covering the financial consequences of its civil liability.

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ARTICLE 15 – DISPUTES, GOVERNING LAW AND JURISDICTION

Any dispute relating to the interpretation or performance of these Terms and Conditions shall be governed by French law.

In the absence of an amicable settlement, the Commercial Court of Nanterre shall have exclusive jurisdiction.