Global terms and conditions of sale and service.

These global terms and conditions of service are up to date as of November 25, 2019.
1.LEGAL INFORMATION
These Global Terms and Conditions of Service (hereinafter the « GTCSs ») are presented by the company OPUSGEM (hereinafter the «Company»), a simplified joint-stock company with variable capital of 125,000 euros, registered in the Register of Commerce and Companies of Bourges (France) under number 812 964 021, whose head office is located at Domaine des Colas 18210 Saint-Pierre les Etieux (France). The intra-community VAT number of the Company is FR 26812964021.

The Company can be contacted at the toll-free number +33(0)686884330 and by e-mail at contact@duodeci.fr.

The Company is the owner and publisher of the website (hereinafter the «Site») and the mobile device application (hereinafter «the Application») «DUODECI».

The Site and the Application are hosted by [hostname] domiciled at [host address], reachable at [telephone number / mail hosting].

The publication director of DUODECI is Mr. Arnaud Pradat, President of the Company.

2. DEFINITIONS – INTERPRETATION
The following capitalized terms, singular or plural, used in these GTCSs shall have the following meanings:

“Community”:
Refers to a separate private area on DUODECI attached to a business sector to which the User with a registered Profile can access provided the Profile has been approved by the Company to join this Community.

“Profile”:
Refers to a separate private area on DUODECI from where the User can access advanced features available on the platform.

“Intellectual property rights”:
Refers to all rights of ownership and interests of any kind, held or licensed, existing as of the present date and including any invention, idea, improvement, manufacturing know-how, technology, trade secret, trademark and patent.

“User”:
Refers to any person or legal entity accessing DUODECI and/or using its features as a registered member.

“DUODECI”:
Refers to the Site and/or the Application without distinction.
2.OBJECT – DESCRIPTION OF THE PLATEFORM
These GTCSs are intended to define the rights and obligations of Users in the context of their use of DUODECI.

DUODECI is primarily a professional social network specialized in the arts and crafts. Although accessible to all via the public part of the platform, DUODECI is also a social network organized around several communities belonging to business sectors (creators, store managers, students, etc.) accessible via separate reserved areas on DUODECI.

Depending on the characteristics of their subscription and on their home Community, DUODECI also offers members various linking features allowing them to offer, exchange, acquire services, products and/or content between them.

Contracts and transactions concluded as a result of any linking made from DUODECI, in particular sales of products, are executed between the Users without any intervention of the Company.

3. ACCESS TO DUODECI
Before any access to DUODECI, the User must ensure they have the technical and computer resources to use the Site and in particular that the computer configuration of their equipment is in good condition and contains no virus. The Company implements all the necessary measures to provide Users with access to DUODECI, in optimal conditions, 24/7. However, it cannot in any way be held liable in the event of unavailability due to internet failure, bugs or operating errors making it impossible to access DUODECI. Access to DUODECI may also be interrupted temporarily in the event of maintenance operations.

4. APPLICABILITY OF GTCSs
Access to DUODECI and use of its features by any User are subject to the knowledge, understanding and acceptance of these GTCSs. If the User does not agree with all or part of the present GTCSs, the User is asked to stop using DUODECI.

The Company is free to modify, at any time, the present GTCSs in order to take into account any legal, regulatory, jurisprudential and/or technical evolution.

Prior to the entry into force of the new terms, the Company will inform the User by any appropriate means of the entry into force of the new provisions. The User who disagrees with such modifications is free to terminate their account on DUODECI.

Acceptance of these Terms and Conditions requires Users to have full legal capacity.

5. USERS CAPACITY
Any User who wishes to use DUODECI and access its linking service as a registered member must be at least 18 years old. The User must also have full legal capacity to use DUODECI and to contract with other Users.

DUODECI is a platform open to consumers and professionals. Membership in a Community is, however, open only to Users acting within the framework of their activity and/or their professional training.

In accordance with the law, it is reminded that any User acting in a professional capacity and posing as a consumer on DUODECI is likely to be criminally liable for deceptive commercial practice and may incur a maximum penalty of two years imprisonment in this respect and a fine of 300,000 euros in accordance with Article L.132-2 of the Consumer Code (it being specified that the amount of the fine may be increased, in proportion to the benefits derived from the offense, to up to 10% of the average business turnover, calculated on the last three annual turnovers known at the date of the events, or 50% of the expenses incurred for the realization of the advertising or the practice constituting this offense).

6. User Profile creation.
To be able to access the visibility and extended functionalities on DUODECI, the User is invited to make a profile creation request via the functionality provided for this purpose on DUODECI.

As part of the sponsorship program of DUODECI and in accordance with the rules of said program communicated by the Company, registered Users will also have the opportunity to sponsor another user and request the creation of a profile on DUDECI for that other person. In this regard, any User requesting the creation of a profile for a godchild as a sponsor further guarantees the respect of the terms of these GTCSs by their godchild.

In the event that the User provides inaccurate or obsolete registration data, the Company will be entitled to refuse the creation of a Profile or temporarily or permanently suspend any Profile accepted.

After requesting the creation of their profile, the Company will confirm to Users the creation of their Profile by email. The Company reserves the right to refuse any registration of a User for legitimate reasons to the extent permitted by the applicable law, particularly in case of prior dispute with the User concerned.

It is the Users’ responsibility to maintain the confidentiality and security of their DUODECI login credentials. Users must immediately inform the Company of any unauthorized use of their Identifiers. The Company cannot be held responsible for any loss or damage resulting from a fault and/or gross negligence of Users to protect their Identifiers.

7. REQUEST FOR ACCESSION TO A COMMUNITY
When requesting the creation of their account, the User will be invited to ask to join a specific Community on DUODECI. They may make this request at the time of their request to create an Account or at any time after the creation of their Account.

The Company will evaluate Users’ application for membership based on their profile and the information provided by the User as part of their application for membership in a Community.

Membership in a Community is conditional on the User having the appropriate profile and the skills or know-hows required to join the chosen Community. To this end, the User is invited to provide the Company with all the information and supporting documents appropriate for the evaluation of their eligibility for membership in a Community at the moment of their membership application.

The Company is entirely free to refuse or accept the application for membership in a Community according to the different selection criteria of the said Community.

If their application for membership in a Community is validated by the Company, the User will be able to directly access the space and functionalities reserved for the said Community via their Account. Access to certain features of the Community may however require the purchase by the User of a specific subscription.

8. SUBSCRIPTION
The User has the option of purchasing a monthly or annual subscription on DUODECI entitling to extended functionalities on the platform and whose royalties and conditions are detailed when placing the subscription order.

Specific subscriptions are also available to Users depending on their possible Community. The different subscriptions and features associated with each type of subscription are detailed on DUODECI during the subscription process.

Once the subscription order has been completed, the User can access the summary of their order at any time and validate it. A clear and legible mention of payment will appear in the confirmation screen of the order to ensure that the User explicitly recognizes their obligation to pay for their order.

Any validated subscription commits the User during the entire commitment period subscribed. The Company reserves the right to terminate the subscription contract with the User and suspend their subscription in the event of non-payment at any of the predefined payment dates.

The Registered User may at any time notify the Company of their wish to terminate their subscription without charge. The cancellation will however take effect on the expiry date of the current subscription without any refund.

In accordance with Article L.121-28 of the Consumer Code, the User expressly waives their right to withdraw when purchasing a subscription on DUODECI to the extent that the execution of the service will be fully performed after prior agreement and after express waiver of their right to withdraw. The User belonging to a Community and purchasing a subscription also acknowledges that their acting is in accordance with their professional activity so that no right to withdraw may be applicable.

9. FEE-PAYING SERVICES
Users can also subscribe to fee-paying options on DUODECI (insurance, advertising ....) detailed on DUODECI.

Once the order is completed, the User can access at any time the summary of their order and validate it. A clear and legible mention of payment will appear in the confirmation screen of the order to ensure that the User explicitly recognizes their obligation to pay for their order.

The price and terms of payment of the different fee-paying options are available at any time during the presentation or use of the services to which the Registered User wishes to subscribe.

Any fee-paying option involving the payment of a validated subscription commits the User for the entire commitment period subscribed. The Company reserves the right to terminate the subscription contract with the User and suspend their subscription in the event of non-payment at any of the predefined payment dates.

Some options may also be offered to users if they have accumulated enough credits under the loyalty program set up by the Company on DUODECI. The points-grading scheme, in particular via the DUODECI sponsorship system, and associated advantages in the context of the loyalty program are fully detailed on DUODECI.

In accordance with Article L.221-28 of the Consumer Code, the User acknowledges that the right to withdraw is not applicable to any purchase of fee-paying options on DUODECI that are part of digital content not provided on a physical medium and whose use started before the end of the withdrawal period and after their express prior consent and their express waiver of the right to withdraw.

10. TREES PURCHASE
Sensitive and aware of the impact of its activity on the environment, the Company has also set up a partnership with the organization Reforest 'Action allowing Users to buy trees on DUODECI. All funds raised by DUODECI for these virtual tree purchases are donated to Reforest 'Action as part of its reforestation activities. According to the detailed terms and conditions on DUODECI, the purchase of trees also makes it possible to obtain credits giving entitlement to the same advantages as those provided under the aforementioned loyalty program.

In accordance with Article L.221-28 of the Consumer Code, the User acknowledges that the right to withdraw is not applicable to any purchase of fee-paying options and / or trees on DUODECI that fall under the provision of content not provided on a physical medium and whose use started before the end of the withdrawal period and after their express prior consent and their express waiver of the right to withdraw.

11. OFFERS AND TRANSACTIONS BETWEEN USERS
The User agrees that all THE information contained in any published advertisement is accurate and faithful to the real characteristics of the product and/or service offered. The User guarantees in particular that they are the rightful owner of the goods they propose for sale on DUODECI or that they are legally authorized to sell the goods concerned.

In the case where the User chooses the marketplace payment system offered by DUODECI, a commission of X% is collected by DUODECI as part of its linking service and in addition to the price of the subscription, which must be purchased by the User in order to access the marketplace services offered by the Company.

The amount of the commission is added to the price of the transaction paid by the beneficiary User. The commission is applied during the payment by the beneficiary User. DUODECI reserves the right to change its commission fees at any time.

Following the transactions made on the platform, the Company will automatically publish electronic invoices issued by its provider EDICOM that will electronically sign any invoice published on DUODECI using the User's signature. In acceptance of these Terms, the User acknowledges and authorizes the provider EDICOM to electronically sign on their behalf the invoices related to transactions made on DUODECI.

The Company also offers a service for archiving and timestamping transactions carried out on DUODECO via the EDICOM Certification Authority in order to guarantee exhaustive traceability and to guarantee its integrity.

12. REFERENCING AND CLASSIFICATION OF OFFERS
The referencing of the offers on DUODECI is carried out by the Company and is subject to the respect by the User of the conditions and instructions for the publication of the advertisements, as diffused on DUODECI. Non-compliance by the User to these GTCSs and/or to instructions given by the Company may lead to a refusal to proceed to the referencing or dereferencing of their announcement.

The listing and display of ads depend solely on the Users’ searches made on DUODECI. The offers can in this respect be filtered by category. Outside the search / filter criteria of the User, ads are sorted by default and in chronological or random order. It is also recalled that certain offers are visible only if the User owns a subscription to DUODECI or belongs to a specific Community.

The Company does not receive any compensation for listing and posting ads. There is no financial counterpart or capital link with the Company to promote and/or put forward announcements.

Failure by the User to abide by the instructions given by the lead to a refusal to proceed to the referencing or dereferencing of their announcement.

13. EXECUTION OF CONTRACTS FORMED BY USERS VIA DUODECI
When Users freely agree on the conclusion of a contract promise, the conclusion of a contract or on the execution of a contract based on the advertisements they have published on DUODECI, the Company is not part of the agreement that is formed between them. It is reminded that the role of the Company within the context of any linking made on DUODECI is limited to a mere role of intermediation.

It is also the sole responsibility of Users to determine between them the specific conditions associated with the execution of contracts entered via DUODECI, in particular the formalization of a written contract detailing the following non-exhaustive elements: pre-contractual commitments, confidentiality obligations or the conditions of assignment or exploitation of the Intellectual Property Rights associated with the contracts concluded.

In this respect, it is also the sole responsibility of the Users to subscribe to the insurance covering the executed contracts, especially when compulsory insurance is required under the contract concerned.

However, the Users undertake to honour and execute with the best diligence any promise or contract concluded via DUODECI and in particular to pay the agreed price as well as the commission fees of DUODECI if they were to use the payment system proposed by DUODECI.

14. USERS’ OBLIGATIONS
Users agree to abide by the terms of these GTCSs and to use DUODECI in accordance with the provisions hereof.

Users acknowledge having read and abiding by the charte DUODECI when using the platform.

In the context of their use of DUODECI, it is also forbidden for the User:

If for any reason, the Company considers that the User does not comply with these GTCSs, in particular for the obligations listed in this article, the Company may at any time, and in its sole discretion, cancel or suspend its User account and take all legal actions applicable against him.

15. RESPONSIBILITY
As a simple intermediary and linking service, the Company cannot be held liable for any damage resulting from the exchange and execution of contracts concluded between Users from DUODECI.

Additionally, the Company cannot bear any responsibility for the content of any advertisement or any other item published on DUODECI that has not been mentioned beforehand to the Company for its manifestly unlawful nature, by means of a notification in conformity with the provisions of the Article 6.I.5 of Law No. 2004-575 for confidence in the digital economy.

Eventually, the Company cannot be held responsible for the non-performance of one of its contractual obligations due to the occurrence of a case of force majeure.

16. ONLINE REVIEW / RATING
Users have the option of publishing reviews on the other Uses with which they have been linked via DUODECI. The review consists of a global score and is also composed of an associated comment. Reviews are published on the User Profiles pages and are sorted chronologically (most recent first).

The Company does not exercise control or moderation over published reviews. Any review denigrating, insulting or presenting false or inaccurate information may however be withdrawn by the Company.

Users have the possibility to modify or delete their review at any time. Users also have the opportunity to contact the Company to dispute a review, particularly with regard to its authenticity. The Company receives no consideration in exchange for any filing of reviews.

17. INTELLECTUAL PROPERTY
The Company remains the exclusive owner of all elements that make up DUODECI (such as texts, images, photographs, logos, computer codes, etc.) that are protected by Intellectual Property Rights. All rights not expressly granted to the User under these GTCSs are reserved to the Company.

The content provided by the User or created by the User when using DUODECI remains their property and remains under their exclusive responsibility. The User nevertheless grants the Company the right to use any content provided by means of DUODECI during the entire period of execution of the services from the User and for the whole world. This right of use includes in particular the right for the Company to reproduce, represent, adapt, translate, digitize, use the content of the User in order to integrate it into the Website and the communication media of the Company (Site, application, emails). Any sub-license or provision of the User's content outside the aforementioned media can only be done with the consent of the latter.

The Registered User expressly authorizes the Company to modify the said contents in order to respect the graphic charter of DUODECI or the other communication media referred to above and / or to make them compatible with its technical performance or the formats of the media concerned.

The User acknowledges that the content they edit that will be accessible via DUODECI will not infringe the rights of third parties, and that they are authorized to reproduce them and / or disseminate them to the public on the Internet. The User warrants the Company against all claims, claims of ownership and judicial or extrajudicial actions relating to the aforementioned contents and agrees to compensate the Company in full for expenses and losses that could be caused to the Company as a result.

18. PERSONAL DATA
In accordance with the law of 6 January 1978 relating to data, files and freedoms, as amended and the European Regulation 2016/679 on the protection of personal data (GDPR), the User is informed that the Company collects and processes their personal data in order to enable them to use DUODECI.

The processing of users' personal data and the management of cookies by the Company are more fully detailed in the Company's Privacy Policy.

Extraction or reproduction of the personal data collected on DUODECI by any User is prohibited. In case of collection of User data by the User following a linking, the latter undertakes to respect the rights granted to Users by the law relating to data, files and freedoms and to guarantee the Company against any claim by another User resulting from a breach by the User of the legal provisions in force concerning the protection of personal data.

19. CUSTOMER SERVICES - CLAIMS
For any request for information, clarification or for any claim, the User may contact the Company, to enable the latter to try to find a solution to the problem.

The Company's customer service department is open from Monday to Thursday from 9am to 12.30pm and from 2pm to 6pm at [to be completed]. Outside these hours, it is possible to contact the Company by sending an email or from the contact form available on the Site. Users may also write to the Company at the following address: SAS OPUSGEM, Domaine Les Colas 18210 St Pierre les Etieux (France).

The User acknowledges, however, that the Company is only able to handle claims related to the use of DUODECI and the linking service. Any claim related to the execution of a contract following the linking must be settled directly with the User concerned.

The Company reserves the right to request any proof of identity to verify the authenticity of a claim.

20. APPLICABLE LAW AND JURISDICTION
In the event of litigation likely to arise during the interpretation and/or the execution of the present terms or in relation with the present GTCSs, the User can decide to submit the dispute with the Company to a procedure of conventional mediation or any other alternative method of dispute settlement.

The User can go to the European platform for the settlement of consumer disputes set up by the European Commission at the following address and listing all the approved dispute resolution bodies in Europe: https://webgate.ec .europa.eu/odr/.

In case of failure of this mediation procedure or if the User wishes to seize a jurisdiction, any dispute will be settled by the competent courts.