Terms & Conditions
The terms defined hereafter shall carry, within the present terms and conditions (including this preamble), every time that they begin with an upper case letter, whether they are in the singular or the plural, the meaning that is given to them hereafter. Account: Refers to the exclusive space made available to the Customer to enable him to download the products or services, access his personal information and purchase history on our websites, his/her/they payments and invoices and his/her/they requests for support. After-Sales Service (ASS): Refers to the service provided by a Grafeco to Customers who have purchased one of its services, consisting of maintenance and support as defined in Article 6.2.(i). Catalogue: Refers to the catalogue of Grafeco’s services. Connectors: Means the interface enabling access to the services offered by official Partners. Customer: Refers to any individual or company, Merchant or Technical provider acting on behalf of a Merchant that wishes to acquire, within his professional activity, one or more services with Grafeco. Merchant: Individual or company acting in a professional capacity and using the Solution to develop a Store. Minor up-date: generic technical update for security and debugging as described in article 6.2.(ii). Major up-date: addition of a new feature or level upgrade of a new version of the one of our services as described in article 6.2.(ii). Multi-store: Refers to the function that enables users of the Solution to manage several Stores from the back-office of one single store. Partners: Means the companies identified as such on Grafeco, who offer third party services that can be used by Merchants who subscribe to them and, if necessary, download the Connectors enabling their use. Store: Refers to the hypothetical e-commerce store of a client. Technical provider: Individual or company acting in a professional capacity and using their services to develop a store on behalf of a Merchant. T&Cs: Refers to these terms and conditions. Themes: Refers to the service intended to offer Customers themes with personalized graphics for their websites that do not come with its basic version. Vendor: Refers to any person other than Grafeco who has developed one or several services provided by Grafeco.
Acceptance of Terms and Conditions
The use of the websites of Grafeco is subject to the Terms and Conditions that Grafeco reserves the right to unilaterally change at any time. The modifications shall become effective and are applicable as from their publication on the Grafeco’s site, except for the current downloads.By ticking the box “I accept the terms and conditions” or the possible translations of this phrase when a person creates an account, during a purchase, during a sale, or during any update, the Customer is deemed to have read and accepted these Terms and Conditions which shall be applicable and which he must comply with.Failing to tick the box shall prevent the creation of the Customer’s account and it shall not be valid, as the Customer hereby acknowledges.Customers are informed that the use of Grafeco’s services and websites is exclusively reserved for professionals, adults or emancipated (within the meaning of consumer law), and declare that they are acting in this capacity.This declaration is crucial for contracting with Grafeco, the Contractor’s remuneration having been established in accordance with the exclusions and limitations of liability provided for in these Terms and Conditions. As a professional acting for purposes that fall within his commercial, industrial, artisanal or self-employed activity, the Customer acknowledges that he does not have the right of withdrawal which is for the sole benefit of the consumers within the meaning of the Consumption Code. At the time of downloading Addons, the Customer acknowledges that he does not benefit from an option to withdraw on the digital content downloaded as soon as the download has started.
Availability of Grafeco’s services
Grafeco shall make its best efforts to make the download of our services accessible from its website 24 hours a day and 7 days a week, without interruption other than that required for the curative and evolving maintenance of the website.The Customer’s attention is specifically drawn to the fact that the Grafeco is, like any website, and more generally like any IT application, likely to suffer malfunctions, anomalies, errors or interruptions. Grafeco provides no specific guarantees to the Customer regarding the uninterrupted operation of Grafeco’s websites and the accounts of these websites. Grafeco accepts no performance obligations in terms of service levels, whether for time to service or fix. In this regard, Grafeco accepts only a best efforts obligation. Grafeco cannot guarantee that a fix can be found for reported incidents and issues.
Access to Grafeco’s websites
The use of Grafeco’s websites is reserved for people acting on a professional basis, for purposes that fall within their commercial, industrial, artisanal or self-employed activity, individuals of legal age or emancipated minors, who have full legal capacity.In order to download any service, the Customer must first register on the website, following the procedure that is indicated for this purpose.The registration on any of the Grafeco’s websites is free and without any obligation to purchase.The Customer is solely responsible for maintaining the confidentiality of his login details. He is deemed to be the only person to have and to use them. Grafeco waives any responsibility in case of the use of Grafeco’s website by a person, other than the Vendor or a person authorized by him, who has his login details.
The prices may be indicated in several currencies and is exclusive of taxes. Special offers can be promoted and discounts can be granted to the Customer.The Customer is informed that several promotional codes cannot be combined with each other.The Customer then completes his order and may pay the price of the selected service with a view to their services or basket by using the means of payment proposed on the website.The Customer may only acquire the service or the product ordered upon completion of their payment.If the payment is rejected, for any reason whatsoever, the order will automatically be cancelled, for which the Customer will be informed. Grafeco reserves the right to freeze a payment in order to make any verifications required by the law, in particular, concerning money laundering. Grafeco reserves the right to freeze the service or product if it suspects that there is a risk of fraudulent payment in order to proceed with the payment verifications. Grafeco processes the Customer’s payment. When the purchased Addon is one offered by a Vendor, Grafeco then transfers the payment to the Vendor in accordance with the payment establishment certification granted to Grafeco by ACPR (the EU Prudential Authority) Supervision and Resolution. Grafeco is not a payment service provider but an establishment that holds an exemption.
Certain Services proposed by the Vendors are subject to a reference on the platform, via fee-based referencing. This shall be differentiated from the other services or products by a differentiated display and a priority referencing. The priority referencing does not guarantee the quality of the services offered, which the Customer acknowledges and accepts.
Claims and refund
The Customer acknowledges that he/she will not be entitled to a refund of a if the Customer:
- Failed to cooperate with the Seller or Grafeco in the provision of the Service; Failed to respond to the Seller or Grafeco when required; Acted or refrained from acting in a way that caused a block in the resolution of the claim;
Grafeco reserves the right to request from the Customer or the Seller the necessary evidence to determine the outcome of the claim.In the event of a request for a refund of a Seller-developed service or a Seller-developed product, such request shall be made by the Customer to Grafeco. If the eligibility conditions described below are met, Grafeco will proceed with the refund. a) Refund of the Service The Customer is eligible for a refund of the service alone, up to one (1) month after purchase of the service, for any of the following reasons:
- The product or service has not been finished in more than 6 months from the end date of the contract; The service or product is technically defective (provided that the Customer has previously contacted the Seller for ASS, otherwise the refund request will be subject to the Seller’s validation).
b) Execution of the refund once the request for reimbursement has been validated, Grafeco undertakes to reimburse the Customer within thirty (30) days following the request for reimbursement.The reimbursement is exclusively made by the means of payment used when making the order.
Grafeco is the holder of the intellectual property rights pertaining to Grafeco’s websites, in particular relating to the software platform and the graphic elements of this website. The Terms and Conditions does not allow for any transfer of ownership in favor of the other party. Consequently, the Customer undertakes not to harm in any way whatsoever the intellectual property rights held by Grafeco.The Customer only benefits from a simple license of use of the product downloaded, which is non-exclusive, personal, globally, and for the entire duration of the copyright. This license is valid for only one Store.Customer accepts and acknowledges that the product license of use is not-transferable, except:(i) As part of a collaboration between a Merchant and a Technical provider, the Merchant transfers the product and its license of use to the Technical provider so that he can manage the product ;(ii) As part of a collaboration between a Technical provider and a Merchant, the Technical provider transfers the Addon and the license of use to the Merchant so that he can manage the product; or(iii) When a Merchant Store is transferred.Under these exceptions, a product or service cannot be transferred unless it is accepted by the recipient.Once the product or service has been transferred, the transferring Customer can no longer access or manage it.Customer may not under any circumstance distribute, license or make use in any way whatsoever of the product and any element that is attached (such as, without this list being exhaustive: functional and technical documentation, logo, etc.), for a purpose other than their use within the Customer’s Store.The Customers using the Multi-Store undertake to settle with Grafeco for additional user licenses, i.e., a license per Store, by contacting Grafeco to obtain an estimate.The breach of the terms of this license could give rise, at the discretion of Grafeco, to the termination of the license granted in these Terms and Conditions for the disputed product or service, and/or the deletion of the Account, and/or the option for Grafeco to refuse any subsequent download of any product from Grafeco by the Customer in question.As from the termination of the license, or as from the reimbursement by Grafeco of service, the Customer is responsible for immediately refraining from using the service or product in question, to destroy it and to remove it from his IT system and all of his/her/they storage devices.
The information regarding processing of personal data are detailed in our Personal Data Protection Policy.The Merchant acknowledges and agrees to comply with the applicable legislation in terms of personal data protection in the European General Data Protection Regulation (The GDPR) no. 2016/679 with regard to the Merchant’s Store’s clients.As such, the Merchant is responsible for ensuring the Store complies with the applicable legislation and providing a sufficient level of protection for personal data collected through it.The Merchant particularly agrees to (but is not limited to) inform Store clients of the intended use of their personal data, set up technical and organizational data protection measures and comply with opt-in mechanisms for marketing emails. For more information about the obligations set out in the GDPR.Once Merchants have downloaded Vendor product or service, they are responsible for contacting the Vendor to check if the product or service collect personal data and, if so, to determine their various categories.After Sales Service may require, on a case by case basis, that Grafeco accesses some personal data of the Customer’s Store. Upon prior acceptance of the Customer, Grafeco may operate on the Store and have access to the Back Office, the FTP server or the Customer’s database. In these conditions and when the Customer has validated the intervention of Grafeco, the intervention and the access to the personal data is framed by the contract of subcontracting of personal data reproduced in Appendix 2 of these Terms and Conditions that the Customer acknowledges having accepted.
Under no circumstance, Grafeco shall be held liable to repair a damage of a direct or indirect nature related to the Connectors download and the use of the Partners services.Under no circumstance, Grafeco shall be held liable to repair a damage of an indirect nature, including but not limited to: a malfunction or a permanent or temporary alteration of the Store, in particular following the installation of a product, a loss of income, a loss of customers, undermining of its image or reputation, downloading of a virus, loss or fraudulent appropriation of data, etc.
IN ANY EVENT AND NOTWITHSTANDING THE CAUSE, THE LIABILITY THAT GRAFECO MAY INCUR IN ANY FORM WHATSOEVER IN RELATION TO THE PURCHASE, DOWNLOAD OR USE OF SERVICE AND/OR THE PROVISION OF SERVICES, MAY NOT, EXCEPT IN THE CASE OF ANY FRAUDULENT MISREPRESENTATION OR WILLFUL MISCONDUCT, EXCEED THE UNIT PRICE OF THE SERVICE OR PRODUCT, EXCLUDING TAXES, OR THE SERVICE FOR WHICH THE LIABILITY OF GRAFECO IS SOUGHT.
Notwithstanding the foregoing, the liability of Grafeco shall be excluded in the following cases:
- Use of a product that was not downloaded from Grafeco’s websites and/or that was not subject to an actual payment;Malfunction of the download of a product related to the configuration or performance of the Customer’s workstation or his Internet connection; Malfunction of the website related to the curative or evolutive maintenance operations of the website; Modification by the Customer of the product or service without the consent of its author and the holder of the related intellectual property rights; Failure by the Customer to use the most recent version of the product or service; Lack of communication by the Customer of the elements necessary for resolving the difficulties that he may encounter when using a product or service or during the provision of Services; Error in entering the information mentioned in the Customer’s Account; Default by the Vendor, whether it be financial (insolvency) or physical (demise). Grafeco shall not guarantee the continuation of the Vendors’ commercial activity to their Customers;
Combat against counterfeit
In a global approach for the combat against counterfeit on the Internet, the Customer undertakes to ensure that the content of his Store is in compliance with the applicable legislation, not to harm third party rights, and not to offer for sale counterfeit goods. He declares that he is not the subject of any infringement action or otherwise. The liability of Grafeco may not be incurred in the event of sale of the objects that are the result of the counterfeit by one of its Customers.
Grafeco may suspend the website if an event independent from its control occurs, or in a case of force majeure or due to a third party act.It is agreed that legal and statutory changes, fires, storms, floods, strikes in or outside of Grafeco, diseases, electrical surges and shocks, cooling system and IT equipment failure, bottlenecks and slowdowns of electronic communication networks, bugging and hacking, and more generally any event that cannot be foreseen and that goes beyond Grafeco’s control shall be deemed cases of force majeure.
Agreement on evidence
The information that is listed (i) in the Customer’s Account, in particular the information relating to downloads, and (ii) the correspondence exchanged between the Customer, Grafeco or the Vendors via the messaging tool made available by Grafeco, shall be considered as having probative force between the Parties.The digital registers stored in Grafeco’s systems in accordance with industry security standards are considered as proof.By way of an agreement on proof, the Customer acknowledges the probative value of the following:
- The download number accounting system,Information communicated through the Account, andExchanges between Vendors and Customers through the Account and Middle Office.
This evidence will constitute proof of the transactions and contractual relations between the Vendor and the Customers on the one hand and between Grafeco and the Customers on the other.
Governing Law – Jurisdiction
The T&C are exclusively governed by Estonian and European Union law.
Any dispute which may arise from the interpretation or performance here of or which could be the continuation or consequence, shall prior to any court or arbitration proceedings, be subject to mediation by a mediator referred to by the more diligent party. If the mediation is unsuccessful, the dispute shall be subject to the exclusive jurisdiction of the Paris commercial court, notwithstanding multiple respondents or third party appeals.
In the event that, for any reason, all or part of these General Terms and Conditions should be canceled, the other provisions shall remain in full force, except if that clause declared void concerning the essential obligation of the contract.
The fact that either of the parties is not required to enforce one of the provisions of these General Terms and Conditions cannot be construed as a waiver of said clause.
In the event of difficulty of interpretation between any of the sections and the contentof any article, the sections shall be declared null and void.
Independence of the parties
The parties shall remain independent of each other. No provision in these GTCs is intended to or is for the purpose of creating a partnership, mandate, representation or subordination between the Parties.
Entry into force
The present Terms and Conditions are modified on September 30, 2021, and come into force on June 1, 2022 for Grafeco only.