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Neostore Terms & Conditions (T & Cs)

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Terms and Conditions (T & Cs)

Article 1: Object

These Terms and Conditions (hereinafter the “T & Cs”) apply as of right to any order for Services from Neostore, materialized by the Customer’s express acceptance of the Quote issued by Neostore. The purpose of the T & Cs is to specify the technical, financial, and legal terms in which the Services are provided by Neostore to the Client. They prevail over any other document issued by the Customer (in particular its general conditions of purchase) and can only be modified by the express written consent of Neostore. Thus, in the event of a contradiction between these T & Cs and any other document, prior, concomitant or subsequent, these T & Cs will systematically prevail.

The Customer and Neostore (hereinafter individually a “Party” and collectively the “Parties”) undertake to perform their respective commitments in accordance with the terms of the Contract, which they recognize as firm and final.

Article 2: Definitions

The terms defined below, in the singular or in the plural, will have the following meaning in these T & Cs:

  • “Application”: refers to the “Neostore” application, published by the eponymous company, allowing Consumers to create and/or manage their customer account, dematerialize it as well as receipts and other advantages relating to their purchases (vouchers, coupons, etc.), easily and securely from their smartphone before, during and/or after a Point of Sale purchase.
  • “Customer”: refers to the company named on the Quote, ordering Services from Neostore.
  • “Consumer(s)”: refers to the natural person(s) using the Application, before, during, or after a Point of Sale purchase.
  • “Contract”: refers to the whole formed by these T & Cs as well as any Quote expressly accepted by the Customer. In the event of a contradiction between the T & Cs and the Estimate, the Estimate will prevail.
  • “Quotation”: refers to the document issued by Neostore, regardless of the name given to it (quotation, commercial proposal, order form, etc.) specifying in particular the price of the Services as well as their duration.
  • “Neostore”: refers to the company Neostore SAS, registered in the Lyon Trade and Companies Register under number 892 973 348, whose registered office is at 17 chemin de la Croix Chevrot, 69580 Sathonay-Village, FRANCE.
  • “CRM Tool”: designates the software(s) allowing the management of the Customer’s customer database, in whole or in part, with which the Application must be able to interface in order to provide the Services.
  • “Point of Sale”: refers to the physical point of sale where the Services are offered to Consumers.
  • “QR Code(s)”: refers to the URL link(s) provided by Neostore to the Client, allowing access to the Application, materialized by one or more QR code(s) assigned by Neostore to a Customer, which the Consumer must scan to access the Application, at the Point of Sale. Each QR Code is unique and the same QR Code cannot be assigned to several Customers.
  • “Services”: refers to the Application as well as all associated services provided to the Customer by Neostore.

Article 3: Access and Description of the Services

3.1 Description of the Services

The Services allow, through the Application, Neostore to easily and securely retrieve data relating to a Consumer in order to create and/or manage a customer account and the associated benefits. Once the QR Code has been scanned by the Consumer at the Point of Sale, he is invited to enter his personal data either by connecting to a third-party tool in order to retrieve his personal data (through his Apple or Google account, for example), or by directly filling out a form on the Application, customizable by the Customer. When creating an account with the Customer’s brand, the Customer can personalize the registration form by inserting consents to certain commercial alerts, either by email or by push notification.

Once the account has been created by the Consumer, the information thus retrieved passes through the Application and is directly transmitted to the Customer’s CRM Tool. At the same time, the Consumer will also have a dematerialized customer or loyalty card from the Customer’s brand, available in the wallet of his smartphone. If the Consumer has created his account via the Customer’s website, he will be invited to click on a link in the welcome email in order to dematerialize his loyalty card in the virtual wallet of his smartphone.

The Customer acknowledges having received from Neostore all the advice and elements necessary for the acceptance of the Quote. He acknowledges having knowledge of the functionalities offered by the Services and declares that these functionalities meet his needs. The Customer also acknowledges being informed of all the technical characteristics necessary for the Services.

3.2 CRM Tool Integration

In order to be able to provide the Services, the Application must interface with the Customer’s CRM Tool. The Customer is aware of this prerequisite and guarantees to have previously checked with Neostore that this interfacing was possible. It is recalled that Neostore is a third party to the contractual relationship between the Customer and the CRM Tool, in the same way that Neostore has no control over the CRM Tool itself, the Services only doing so interface with it.

As such, any change of CRM Tool and/or major update of the CRM Tool during the Contract may necessarily impact the compatibility of the Services with it, the Customer being responsible for checking the compatibility of the Services beforehand. with any new CRM Tool and/or update of its current CRM Tool, Neostore cannot be held responsible. In the event of a change of CRM Tool and/or a major update of the current CRM Tool, if this is technically feasible for Neostore, Neostore will then submit to the Customer a quote with the costs necessary for interfacing with the new CRM Tool. and/or updates of the CRM Tool with the Application.

In any case, the change of CRM Tool during the Contract being a choice specific to the Customer made with full knowledge of the facts regarding the consequences on the Services, the Customer acknowledges that, if applicable, the fee referred to in the Quote in respect of the Services will be due in full until the end of the term of the Contract.

If the Customer wishes to benefit from the functionalities allowing the Consumer to create his customer account via data recovery by Apple or Google, the Customer undertakes to register Neostore with Apple and Google as well as to transmit the configuration elements to Neostore. required. Otherwise, Neostore cannot be held responsible.

3.3 Right of Access

Subject to the Customer’s compliance with its obligations set out in this Contract, and in particular the payment of the sums referred to in the Quote, Neostore authorizes the Customer, on a non-exclusive basis, without additional financial compensation, to access and use the Services, including the Application, for the sole purpose of creating and managing Consumer customer accounts, throughout the duration of the Contract.

3.4 Availability of the Application

Neostore will make its best efforts to guarantee an availability rate of the Application of 99%.

The following are not included in the calculation of the availability rate: (i) scheduled maintenance periods, which will, as far as possible, be carried out outside the opening hours of the Point of Sale and (ii) interruptions due to anomaly or malfunction of a third-party service, not attributable to Neostore, in particular the CRM Tool.

3.5 Internet Network Dependency

The Customer acknowledges that the use of the Services is highly dependent on the availability of the Internet network. As such, Neostore cannot be held responsible for a malfunction related to the Internet network and/or non-availability and/or poor Internet connection at a Point of Sale affecting the Services. Likewise, the Customer is solely responsible for ensuring that Consumers can connect to the Internet network at the Point of Sale, and will assume all related costs if applicable.

Neostore cannot be held responsible for any loss or alteration of data, or any damage suffered as a result of telecommunications networks, unless the damage results from a breach or negligence on the part of Neostore. Likewise, Neostore cannot be held responsible for the equipment necessary for the operation of the Services at the Point of Sale, in particular the Customer’s equipment at the checkout.

Finally, Neostore makes its best efforts to ensure that the Application is available on as many smartphones and operating systems as possible, but cannot guarantee that it will work on all of them, which the Customer expressly acknowledges and accepts.

3.6 Event Ticketing Passes in Mobile Wallets

Neostore also offers event ticketing passes in mobile wallets for event organizers. Neostore connects to various ticketing tools to facilitate this service. However, Neostore is not responsible for any fraud related to event tickets. Event organizers must ensure the security and validity of their tickets.

Article 4: Duration and Termination

4.1 Duration of the Contract

The Contract comes into force on the effective date provided for in the Quote, or, in the absence of an effective date provided for in the Quote, on the date of signature of the Quote by the Customer, for the period indicated in the Quote. The Contract is then renewed automatically for successive periods of 12 (twelve) months, unless terminated by either Party at least 3 (three) months before the end of the current period, by sending a registered letter with acknowledgment of receipt to the other Party.

4.2 Termination for Fault

In the event of repeated

and/or serious breach by one of the Parties of its substantial obligations under the Contract, not repaired within a period of thirty (30) days from the sending of a formal notice by letter registered with acknowledgment of receipt notifying the breach(s), the non-offending Party will be authorized to terminate the Contract with immediate effect without prejudice or compensation as a result. Neostore may terminate or suspend the Contract with immediate effect if the Customer fails to meet his payment obligations as provided for in Article 5 of the T & Cs.

4.3 Effects of Termination of the Contract

At the end of the Contract, for any reason whatsoever, Neostore will cease providing the Customer with access to the Services and will delete all of their data as soon as possible, except when the retention of certain data is required to meet their requirements. legal and/or fiscal obligations. The provisions of the T & Cs which are naturally intended to survive the expiration of the Contract will continue to have effect.

Article 5: Financial Conditions

5.1 Price of the Services

The price of the Services, generally composed of a cost of setting up the Services and a monthly subscription cost, appears in the Quote. The price of the Services can be revised annually by Neostore, up to a limit of 10% (ten percent). Where applicable, Neostore will inform the Customer of any revision at least 30 (thirty) days before the date of renewal of the Contract.

5.2 Invoicing

The price is established and invoiced excluding taxes, in euros, and is increased by the duties and taxes in force on the day of invoicing. The Customer acknowledges and agrees that the prices indicated in the Quote do not include withholding taxes that would be applicable to any payment made by the Customer. Where applicable, any payment made by the Customer to Neostore will be increased by the amount corresponding to such withholding tax.

5.3 Terms of Payment

Unless otherwise specified in the Quote, the Services are payable monthly in advance, within 30 (thirty) days of the invoice being issued by Neostore. Unless the Parties expressly agree otherwise, Neostore will send invoices by email to the email address of the contact indicated by the Customer and specified in the Quote. Any change of billing address must be notified to Neostore in writing at least thirty (30) days before the effective date of such change.

It is expressly agreed between the Parties that the Customer has a period of 3 (three) months to dispute an invoice issued by Neostore, failing which, the invoice will be deemed to be definitively accepted by the Customer.

5.4 Late Payment

In accordance with article L441-10 of the French Commercial Code, in the event of late payment by the Client, the latter will pay Neostore a late payment penalty corresponding to the interest rate applied by the European Central Bank to its refinancing operation on the most recent, increased by 10 percentage points, calculated from the day after the day on which the invoice is due. These penalties are payable without any formal notice from Neostore.

In accordance with Article D441-5 of the Commercial Code, in the event of late payment, Neostore will additionally invoice a lump sum recovery indemnity equal to 40 (forty) euros. This compensation is automatically payable. In the event that the recovery costs incurred exceed the amount of the lump sum compensation, Neostore may request additional compensation in an amount equal to the costs incurred.

In addition, in the event of late payment exceeding 30 (thirty) days, Neostore reserves the right to suspend the Services without formality, without releasing the Customer from his payment obligation and notwithstanding any penalty and any damages of which Neostore could avail itself. Where applicable, the Customer will remain liable for the sums due for the Services during the period of suspension.

Article 6: Intellectual Property

Each Party is and remains the owner of all the intellectual property elements of which it was the owner on the day of signing the Contract. In particular, this Contract does not entail any transfer of rights of the Application and/or the Services to the benefit of the Customer other than the license granted in article 3.3 of the T & Cs, Neostore remaining the sole owner of the intellectual property rights relating to the Services, in particular the Application.

Likewise, the Customer remains the owner of the data transmitted to Neostore for the purposes of providing the Services. However, for the sole purpose of providing the Service, the Customer graciously authorizes Neostore to reproduce and represent the graphic elements (figurative marks, logos, images, etc.) and/or text (trade name, word mark, etc.) including the Customer is the holder or duly licensed in order to display them on the registration form in the Application, for the duration of the Contract, on the world territory.

Article 7: Confidentiality

7.1 Confidential Information

The Parties undertake to consider as strictly confidential information of any kind (technical, financial, legal, commercial, etc.), written or oral, relating in particular to their activities, their know-how, their organization and their person, whom the execution of this Contract would bring them to know. They undertake not to produce or disclose said information to anyone without the prior express authorization of the other Party. The Parties make it their business to ensure that these provisions are respected by their officials as well as by third parties with whom they may enter into a contract under this Contract.

7.2 Exceptions

This confidentiality obligation does not apply to information:

  • which would be freely accessible to the public or which would come to be through no fault of the other Party;
  • which can be demonstrated to be already known to the other Party before their transmission without breach of any obligation of confidentiality;
  • which would have been developed by a Party independently of the other Party;
  • which have been lawfully received from a third party in good faith, without breach of any obligation of confidentiality;
  • that the law, applicable regulations or a court ruling would require them to disclose.

7.3 Professional Secrecy

Likewise, each Party is bound by professional secrecy with regard to the Contract, which in no case may be communicated to third parties. Each Party is also strong for its employees of this confidentiality clause.

7.4 Security Procedures

Each Party undertakes to put in place appropriate security procedures in order to prevent access to confidential information concerning the other Party and/or its customers, whether it is on paper, in electronic form or any other type of support.

7.5 Duration

The obligations stipulated in this article 7 will apply during the term of the Contract as well as one (1) year after its term or its termination.

Article 8: Personal Data

8.1 Definitions

The Parties give to the terms used in the Contract the definitions referred to by the applicable regulations, such as in particular but not exclusively “personal data”, “Processing”, “Controller”, “Subcontractor”, “Recipient”, “Supervisory authority”, etc.

8.2 Compliance

Each Party undertakes to comply with the applicable regulations and in particular the European provisions and regulations on the protection of personal data for which it is responsible, in particular European Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 relating to the protection of individuals with regard to the Processing of Personal Data and the free movement of such data (hereinafter the “GDPR”), as well as any applicable national or European regulations and all recommendations, deliberations and other standards issued by the competent Supervisory Authority (hereinafter as a whole the “Applicable Regulations”).

8.3 Neostore’s Obligations

In the context of the Services, Neostore acts as a Subcontractor, and the Client as a Data Controller. Thus, the Parties agree that Neostore must process Personal Data on behalf of the Client and according to the latter’s instructions, in accordance with the description of the Processing appearing below. To this end, Neostore undertakes to:

  • process Personal Data only for the sole purpose(s) which are/is the subject of the subcontracting;
  • process Personal Data in accordance with the Client’s documented instructions. If Neostore considers that an instruction constitutes a violation of the Applicable Regulations or any other provision of European Union law or of the law of the Member States relating to the protection of personal data, it shall immediately inform the Customer thereof.
  • guarantee the confidentiality of Personal Data processed as part of the Services;
  • delete Personal Data at the end of the Contract, unless Union law or the law of the Member State requires the retention of personal data;
  • keep a processing register under the conditions of Article 30 of the GDPR;
  • provide the Client with all the information necessary to demonstrate compliance with the obligations set out in this article 8, and to allow audits, including inspections, to be carried out by an independent auditor appointed by the Client, within the limit of one time a year, and contribute to these audits. Where applicable, the Client must notify Neostore in writing of the audit at least 30 (thirty) days in advance and will have Neostore validate the audit plan, it being specified that the audit can only be carried out by an independent third party. and can only relate to the Customer’s data. The auditor will provide Neostore with a pre-audit report so that Neostore can provide comments. The audit will be at the Customer’s sole expense, it being specified that Neostore reserves the right to invoice the Customer for any audit lasting more than 2 (two) days.
  • To help the Client, to the extent possible, in fulfilling his obligation to respond to requests that may be referred to the persons concerned.

8.4 Security

In addition, Neostore guarantees that it has put in place the appropriate technical and organizational measures

so that the processing meets the requirements of the Applicable Regulations, and in particular to fight against the destruction, loss, alteration, unauthorized disclosure of Data. Personal, or unauthorized access to such data, accidentally or unlawfully. As such, Neostore guarantees the Customer:

  • That persons having access to Personal Data are subject to an obligation of confidentiality.
  • Have the appropriate means in place to guarantee the confidentiality, integrity, availability and constant resilience of processing systems and services.

8.5 Data Breaches

Neostore undertakes to notify the Customer of any Personal Data Breach as soon as possible after becoming aware of it. In said notification, Neostore undertakes to describe:

  • the nature of the Personal Data Breach;
  • the likely consequences of the Data Breach;
  • the steps taken to remedy the Data Breach, including, where applicable, steps to mitigate any negative consequences.

8.6 Subcontracting

The Customer grants Neostore a general authorization to subcontract all or part of the Processing relating to the Services. Neostore undertakes to sign contracts with its Subcontractors containing obligations at least as binding as those provided for in this Contract. In any event, Neostore will ensure that said Sub-Processors present sufficient guarantees, in particular in terms of security, and remain responsible to the Client for the Services contracted out.

On the date of signature of the Contract, the Sub-contractors of Neostore are:

  • Microsoft Azure: hosting of the Application (datacenters located in the European Union).
  • Cloudflare: securing the Application (datacenters located closest to the place of the Consumer: for a Consumer using the Application at a Point of Sale in the European Union, no transfer outside the European Union).

Neostore will inform the Customer of any planned change of subsequent Subcontractor as soon as possible before the implementation of said new Subcontractor. The Client will then have 8 (eight) days to raise reasoned objections to the envisaged subsequent Subcontractor.

8.7 Transfer Outside the European Union

In the event that Neostore is required to transfer Personal Data to a country recognized as “not offering a sufficient level of Personal Data protection” by the European Commission, Neostore undertakes to sign the standard contractual clauses of the European Commission in their latest applicable version, subject to the application of any other mechanism in accordance with the Applicable Regulations.

8.8 Description of Processing

  • Nature of Processing operations: collection, reading, transfer to and/or from the CRM Tool, depending on the use of the Services made by the Consumer.
  • Purpose of Processing: the creation and management of the Consumer’s customer account with the Customer, the display and/or installation of their loyalty card in the virtual wallet of their smartphone.
  • Categories of data collected: identification data and, where applicable, personal life (depending on the configuration of the form by the Customer).
  • Categories of Persons Concerned: Customers and prospects of the Client.
  • Data retention period: the duration of a Consumer’s session on the Application.
  • Recipient of the data: the CRM Tool.

8.9 Obligations of the Client

For its part, the Customer guarantees Neostore:

  • that it will inform Consumers of Processing operations in accordance with the Applicable Regulations;
  • that the collection of Personal Data carried out by the Customer through the Application complies with the Applicable Regulations, in particular with regard to the collection of Consumers’ consent for the sending of promotional offers;
  • make it their business to inform Consumers of their rights and to respond within the time limits set by the Applicable Regulations to any request from them.

For the sake of clarity, it is recalled that the registration form present within the Application is entirely created by the Customer, under his sole responsibility. It is the Customer’s responsibility to ensure that they comply with their obligations in accordance with the Applicable Regulations.

8.10 Contact Information

For any questions relating to the Processing of Personal Data, the Client is invited to contact Neostore at privacy@neostore.cloud.

8.11 Anonymous Statistics

In addition, in order to establish anonymous statistics on the use of the Services and to optimize them, the Customer expressly authorizes Neostore to use the technical data collected by it as part of the Service. Said data will be aggregated by Neostore before any use.

Article 9: Liability

9.1 Authorization

Each Party guarantees that it is duly authorized to enter into this Agreement with the other Party and to bind it. In particular, the Customer may not subsequently allege that the signatory of the Contract was not authorized to legally bind the company.

9.2 Compliance with Laws

The Customer undertakes, in his use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. In particular, the Customer is responsible for the information provided to Consumers when creating their account, whether on the dedicated form on the Application or in the welcome email in which the link to the Application appears, as well as in all of its marketing communications (in particular legal notices relating to promotional offers).

The Customer is responsible for all textual and graphic elements given to Neostore, including any allegation on the Customer’s products and/or services that he would like to integrate into the Application, as part of the performance of the Services. and it is up to him to ensure that he has all the authorizations and rights (in particular intellectual property) allowing their use in accordance with the present conditions.

As such, the Customer guarantees Neostore against all the consequences of an action or complaint which would find its source in the elements that it provides to Neostore, provided that the latter has made use of it in accordance with the instructions and limits indicated by the customer.

9.3 Obligation of Means

Neostore guarantees that it will provide the Services in a professional manner and in accordance with the rules of the art. Given the nature of the Services, the Customer understands and acknowledges that in the context of the performance of the Services, Neostore is bound by an obligation of means on the basis of Article 1231-1 of the Civil Code.

Neostore declines all responsibility for any damages resulting from errors relating to data, false information, transmission of incorrect documents, or omissions by the Customer of information, data or documents necessary for Neostore in connection with the provision of the Services.

The Parties expressly agree that Neostore can only be held liable in the event of proven fault. Neostore cannot be held responsible for damages suffered by the Customer related to:

  • any interruption of the Services independent of Neostore’s control (in particular in the event of failure of the CRM Tool);
  • misuse of the Services by the Customer and/or Consumers;
  • any incident or interruption of the Services caused by an incident and/or a breakdown occurring on the Customer’s equipment;
  • errors or omissions relating to the content put online as part of the Services at the Customer’s request;
  • to a suspension of the Services or to the termination of the Contract due to the use of the Services which would harm third parties or violate legal provisions.

Likewise, Neostore does not guarantee that the Application and/or its integration with the CRM Tool will not include any errors and will not require corrective and/or evolutionary maintenance. In addition, Neostore gives no warranty to the Customer, implicit or express, as to the result of the Services, in particular in terms of economic benefits.

Finally, since the Internet is by nature insecure, the Customer acknowledges that Neostore cannot be responsible for any intrinsic failure or fault in the Internet.

9.4 Limitation of Liability

Neostore’s liability is limited to compensation for direct and foreseeable damage(s) on the day of signing the Contract. Neostore cannot be held liable for any indirect damage suffered by the Customer under the Contract, such as any commercial damage, loss of customers, loss of data, loss of order, commercial disturbance, loss of profit, loss of image. trademark or action directed against the Client by a third party.

Within the limit of the guarantee amounts referred to below, Neostore guarantees the Customer against any recourse directed against the Customer relating to the Application, on the condition that (i) the Customer immediately informs Neostore in writing of any complaint and transmits all the relevant elements, (ii) Neostore has sole control over the defense and (iii) that the Client does not admit any liability and/or make any statement likely to compromise the defense conducted by Neostore.

Each Party undertakes to indemnify the other Party for any direct damage that the latter may suffer as a result of the non-compliance by the other Party with one of its substantial obligations, provided that the non-compliance with its obligations by one of the Parties is not due to the facts and/or actions of the other Party and/or a third party beyond its control, it being specified that with the exception of the obligation to pay invoices of Neostore by the Customer, which cannot be subject to any limitation, the amount of the liability of each Party under the Contract is limited to the amount actually received by Neostore for the last 12 (twelve) months of the Contract.

However, the transactional indemnities will only be paid by the other Party on the condition that the latter has participated alongside the Party subject to the claim in the negotiations which led to the solution and on the condition that the Party indemnifying or co-signer of the transaction.

The Customer may not formulate or initiate any legal action or claim more than (1) one year after the occurrence of the chargeable event. This in no way gives rise to a presumption of guarantee.

9.5 Compliance with Legal Provisions

Each Party undertakes to comply with all legal and regulatory provisions to which it is subject for the exercise of its activity, in particular those relating to the prevention and repression of undeclared work.

9.6 Insurance

Each Party guarantees to have insurance with a reputable solvent company, covering the professional risks likely to arise under the Contract.

Article 10: Force Majeure

By force majeure is meant any event beyond the control of the Party concerned and which prevents the smooth running of the Contract, as envisaged by case law. In particular, cases of force majeure are considered to be any circumstances beyond the control of the Parties that a diligent contractor could not have avoided, when these circumstances occur after the conclusion of the Contract and they prevent the total or partial performance of the Contract.

By express agreement, are considered as force majeure, in addition to those usually retained by the jurisprudence of French courts and tribunals: strikes, total or partial, lock-out, bad weather, natural disasters, attacks, strikes, wars, requisitions, epidemics and pandemics, excessive heat, humidity or cold, interruption or failure of telecommunications means as well as a failure of the Application or the occurrence at the Neostore hosting provider of a failure and any other independent case of the express will of the Parties and preventing the normal performance of the Contract.

The Party invoking force majeure must inform the other Party without delay, by registered letter with acknowledgment of receipt, of its inability to perform its service and to provide proof thereof to the latter. The Parties will then meet to discuss the consequences of such a situation and find acceptable solutions in order to best comply with the terms of the Contract.

However, in the event that the event constituting force majeure exceeds a period of 30 (thirty) days from the date of receipt of the registered letter, the Party to which the force majeure is opposed will be able to put unilaterally terminating, without notice or compensation, this Agreement.

Article 11: Miscellaneous

11.1 Modification of the Contract

The Contract can only be modified by an amendment signed by a legally authorized representative of each Party.

11.2 Assignment of the Contract

The Parties agree not to assign this Agreement to any third party, including within their group, without the prior written consent of the other Party.

11.3 Independence of the Parties

The Contract is concluded between independent parties. None of its clauses may be interpreted as giving any of the Parties power or mandate to act on behalf of the other Party or as constituting any association or company between the Parties.

11.4 Default

The fact that one of the Parties does not invoke a breach by the other Party of any of its obligations cannot be interpreted as a waiver of the obligation in question and cannot prevent the party non-defaulting to avail themselves of it in the future.

11.5 Communication

Neostore may freely mention the Customer as a commercial reference, on any medium whatsoever (prospecting, website, etc.), in accordance with the Customer’s graphic charter.

11.6 Completeness

The Parties agree that the Contract expresses all of the commitments made by them and cancels and replaces all previous acts or agreements between the Parties relating to the subject of the Contract. No general or specific condition appearing in the documents sent or delivered by the Parties prior to the date of signature hereof may be incorporated into this Contract without the written consent of both Parties. It is also agreed that in the event of a contradiction between the terms of the Contract and any provisions subsequent to the signing of this Contract, appearing on any document whatsoever (Customer order form, etc.), the provisions of this Contract shall prevail. Likewise, in the event of a contradiction between the Contract and the previous provisions of a similar contract, the provisions of this Contract cancel and replace those of the previous contract.

11.7 Titles

The titles of the paragraphs and articles of these T & Cs are inserted to facilitate reading but can in no way be used to guide their interpretation.

11.8 Partial Invalidity

If one (or more) of the provisions of the T & Cs is held, rendered or declared invalid by reason of a law, regulation or a decision of a competent court, the Parties will consult each other to agree on one or more stipulation(s) replacing the invalid stipulation(s) and making it possible to achieve, as far as possible, the goal of the original clause(s). All the other stipulations of the T & Cs retain all their force and scope.

Article 12: Applicable Law and Dispute

This Contract is subject, both for its interpretation and for its execution, to French law. Prior to any legal action, with the exception of actions initiated as a precaution, the Parties agree to seek, within a reasonable period of time, an amicable solution to the dispute between them. In any event, and in the absence of an amicable agreement, the Parties agree to attribute exclusive jurisdiction to the courts of Lyon, even in matters of summary proceedings, guarantee calls and multiple defendants.

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