Guaranteed Reviews Company (hereinafter the “Service Provider”), is a simplified joint-stock company with a sole partner, with a capital of 10 000€, registered with the Paris Trade and Companies Register under number 832 987 630, and which head office is located at 24 rue de Clichy, 75009 Paris.
The Service Provider is providing a platform designed for customer reviews management and which trade name is “Guaranteed Reviews Company”, accessible at the address https://www.guaranteed-reviews-company.com (hereinafter referred to as “Platform”).
The technical functioning of this Platform guarantees, including to merchants using it and to internet users visiting it, that the published reviews have been written by consumers who completed a commercial transaction with the merchants involved.
The Business Owner is deemed to have noted and accepted the technical prerequisites appearing on the Platform as well as the present Terms and Conditions of Sale, and to have accepted them unconditionally and without any restriction.
By virtue of his duty of good faith, the Service Provider wishes to inform the Business Owner that concurrently with the service of online reviews offered by the Platform, the Service Provider shares human resources with the N2D company (RCS Lyon 815 388 632), providing consultancy services in public relations, communications and referencing. Nevertheless, the Service Provider undertakes not to make any use nor exploitation of the Business Owner’s data and commercial information to which he may have access regarding the provision of the Platform as part of N2D’s specific activities. The access to the Business Owner’s data is stated and regulated in Article 5.3 of these Terms and Conditions of Sale.
As the Business Owner is well informed about the Service Provider’s quality, he therefore expressly renounces, by accepting these Terms and Conditions of Sale, to claim in any way a lack of pre-contractual information in his respect.
ARTICLE 1. DEFINITIONS
Each term beginning with a capital letter bears the signification indicated in its definition, whether used in the singular or plural:
“Buyer” designates any consumer having carried out a commercial transaction with the Business Owner on its online-shop website or from a physical store.
“Review” designates a review published by a Buyer concerning its shopping experience with the Business Owner or concerning a product or service purchased from this Business Owner.
“Contents” designates in particular Reviews’ content and, more generally, any content (signals, writings, images, sounds, messages) that may end up by any means hosted on the Platform.
“Terms and Conditions of Use” refers to our Platform general terms and conditions of use, available for consultation online on the Website.
“Terms and Conditions of Sale” or “Contract” designates the general terms and conditions of sale presented herein, as well as its appendix.
“Business Owner” refers to the professional wishing to benefit from the Service and who accepts the Contract.
“Data” generally designates every information and data contained in the Business Owner’s online store database and to which the Service provider can have access under the terms and conditions defined by Article 5.3.
“Service” designates the Platform’s disposal by the Service provider to the Business Owner, as defined by Article 7 of the Contract.
“Website” designates the Platform’s website, accessible to the following address https://www.guaranteed-reviews-company.com
ARTICLE 2. OBJECT
The Contract determines the terms and conditions under which the Service Provider put at the disposal of the Business Owner, by means of a payment, an access to the Platform that allows him to collect, regulate and showcase its Buyers’ reviews.
ARTICLE 3. COMING INTO EFFECT AND DURATION OF THE CONTRACT
The Contract comes into effect as from the Business Owner’s order or the beginning of its free trial period, if applicable.
The Contract is finalized for a starting duration of (1) month and is automatically renewable successively for the same period of time, except in case of termination covered by Article 10.
ARTICLE 4. FINANCIAL CONDITIONS
In return for the Service, and at the beginning of each month, the Business Owner agrees to pay the fee appointed in the pricing conditions displayed on the Website. Prices are indicated excluding tax (Ex-Tax).
The Service Provider is also allowed to change the Service fee. In this case, he will inform the Business Owner beforehand and within one month minimum before that change. The Business Owner can then freely decide whether to accept the new pricing conditions or not, and therefore terminating the Contract.
Any month started remains fully due, regardless of the eventuality of a termination covered by Article 10.
In the case of a free subscription, if the Business Owner exceeds the monthly order volume limit, its account access may be restricted for a period of 31 days. The Business Owner will thus have to subscribe to a paid subscription so as to fully recover access to its account.
Any other service that the Service Provider may offer to the Business Owner in addition to the Service, to its initiative or by request of the Business Owner, will be subjected to an estimate and a specific pricing. These Terms and Conditions of Sale will apply to the services mentioned herein, without prejudice to the application of potential specific conditions of sale.
ARTICLE 5. FUNCTIONING OF THE PLATFORM
5.1 Legal framework of the platform functioning
Online publication of consumers’ reviews is controlled by French law, and particularly by the French Consumer Code which main provisions are mentioned in Appendix 1.
The Business Owner acknowledges and accepts the fact that the Platform is only a technical mean offering the possibility for him to respect these legal requirements.
In view of the above, the Service Provider can be required to further develop the Platform functioning so as to allow Business Owners to be able to respect their legal obligations concerning the regulation and publication of Reviews.
Consequently, the Business Owner acknowledges and accepts the fact that the Service Provider can freely develop the Platform operating mode as well as the present GTC in order to ensure compliance with possible new legal requirements, without the Business Owner being able to object to it.
Furthermore, the Business Owner agrees, by way of an active and honest collaboration, to inform the Service Provider of potential modifications that may seem useful to him so that the Business Owner can comply with the regulations, current or future, falling to him in the collection, regulation and publication of Reviews.
In any case, the Business Owner is and remains solely responsible of the use he may decide to make of the Platform.
5.2. Operational specifications of the platform
The main operating procedures of the Platform are described in the Platform Terms and Conditions of Use, in order to provide to users a faithful, clear and transparent piece of information on its operating system.
The Business Owner understands and agrees to the functional specifications and accepts them without reservation. The Terms and Conditions of Use are available for consultation at any time on the Website at this address
https://www.guaranteed-reviews-company.com/cgu/
The Terms and Conditions of Use may also be subjected to changes from the Service Provider, so as to ensure compliance with possible new legal requirements, without the Business Owner being able to object to the latest version of the Terms and Conditions of Use application.
5.3. Access to data
The Business Owner authorises the Service Provider to access, extract, possess and reproduce its data on the Platform, to the only use of the provision of services being subjected to the Terms and Conditions of Sales.
The data which the Service Provider will be able to access, extract, possess and reproduce will include the following :
- Information concerning the customer who has placed an order (its email, last name, first name). These data are necessary including to :
- invite the customer, through a nominative email, to publish a review following its order ;
- identify the customer as having effectively placed an order with the Business Owner ;
- keep the Review author’s identity on the Platform ;
- display its name one the Platform.
- Information concerning the orders (name of the products ordered, EAN code of the products ordered). These data are necessary including to :
- make sure that the customer submits its review on a product that he actually bought ;
- display the product name on the platform.
- And any other type of data proven to be necessary as to provide the functionality and services linked with the Platform.
The Service Provider is committed to access, extract, possess and reproduce only data necessary to the Platform proper functioning, and useful to the provision of services offered.
Occasionally, and concerning services on quotation (setup, maintenance, etc.), the Service Provider shall have access to a larger amount of data. this access will only be possible under the Business Owner’s prior authorisation (setup, maintenance, etc.) and solely for technical purposes, the Service Provider refraining from keeping any copy at the end of those services.
The Service Provider agrees not to disclose unpublished data present on the Platform to any third Stakeholder other than its own employees or agents who need them to provide the services covered by these GTC.
5.4. Convention of proof
The Stakeholders accept the computerized data exchanged between them on the Platform as (being) a probative value. The Business Owner accepts expressly :
- the contract value and the validity of any acceptance realized from the Platform, once logged by the means of its login details ;
- that the Platform connexion logs and the Data access Journals are admissible between the Stakeholders.
The computerized registers, kept in the Service Provider’s computer systems under reasonable security conditions, are considered as evidence of communication between the Stakeholders.
ARTICLE 6. DUTIES OF THE BUSINESS OWNER
The Business Owner agrees to pay the Service fee at the time of its order and for every Contract renewal, as described in the terms of Article 4.
The Business Owner accepts full responsibility for its use of the Platform and, in this respect, commits to use the Platform in a legal, responsible, ethical and fair manner, especially when using its editorial control on Reviews. The Business Owner renounces to :
- use any process allowing to personally publish Reviews on the Platform ;
- make an improper use of its editorial control so as to prevent some Reviews to being published, for the sole reason that their content or rate could bring its global rating down ;
- generally breach its legal obligations, especially regarding those described in Appendix 1 ;
Additionally, the Business Owner makes sure, prior to their publication, that Reviews and Contents on which he has an editorial control are not, including :
- against the law, public order and morality ;
- constituent of any crime or infraction ;
- incentive to violent, discriminating or negationist hatred (may it be racial, religious or political) ;
- abusive or defamatory ;
- prejudicial to third Stakeholders’ privacy ;
- detrimental to the reputation of other competitors.
In case of an import or an import request – from the Business Owner to the Service Provider – of reviews collected by another mean, the Business Owner undertakes to ensure that these reviews are legitimate, and that it is the owner thereof.
Any significant and/or repeated abuse on the Business Owner’s behalf, or any breach of its obligations that may lead to damage the image and name recognition as well as the Service provider’s reputation, may result in the termination of the Contract, under the conditions described in Article 10.3.
ARTICLE 7. DUTIES OF THE SERVICE PROVIDER
The Service Provider agrees to provide the Business Owner with the Service for the duration of the Contract, which consists in :
- generating codes allowing the Buyers to write a Review on the Platform ;
- storing the collected Reviews ;
- roviding the Business Owner with a restricted access for the management of its collected Reviews (control, moderation, publication of the Reviews);
- providing widgets/display API to be configured by the Service Provider.
The Service Provider’s action is limited to the services described above, services in which the Service Provider plays a strictly technical, automatic and passive role, excluding any prior intervention or editorial or human control on the content. In its capacity as host, within the meaning of Act 2004-575 of June 21, 2004 regarding the confidence in the digital economy, the Service Provider may have to remove and/or disable access to the Content that would have been notified to him as being of an illicit nature.
The Service Provider will employ its best efforts to ensure the availability of the Platform. However, the Business Owner is informed that the Platform is not subjected to any permanent obligation of availability, accessibility or performance, particularly given the unstable nature of computer networks and the risks of computer attacks and/or viruses. Consequently, the Service Provider can not be held responsible for any possible impact of this unavailability on the Business Owner’s activities.
The Service Provider reserves the possibility of suspending execution of the Service at any time in the event of non-payment by the Business Owner, without prejudice to the cases of termination covered by Article 10.
ARTICLE 8. PERSONAL DATA
By entrusting the Review hosting to the Service Provider, the Business Owner acknowledges and agrees that the Service Provider must incidentally host some of the Buyer’s personal data, on behalf of the Business Owner.
Nevertheless, the Business Owner remains responsible for this personal data processing, the Service Provider being restricted to act solely upon instructions of the Business Owner and for strictly technical questions related to this data hosting. As a result, the Buyers will exercise their rights directly before the Business Owner, in its capacity as data controller.
The Service Provider agrees to implement appropriate technical and organisational measures so as to guarantee the rights protection of the persons whose personal data are being collected. In particular, the Service Provider agrees to ensure that the data are hosted within the European Union.
ARTICLE 9. RESPONSIBILITY – LIMITATION
The Service Provider cannot be held responsible for indirect damages such as trade injury, loss of customers, any commercial disruption, loss of profits, loss of brand image, suffered by the Business Owner, that may result from the use of the Platform.
If the Business Owner suffers from a damage resulting directly from the Contract execution, the amount of damages the Service Provider may be condemned to pay will be expressly limited to the total amounts paid by the Business Owner, over a maximum period of 1 year. Either way, the Business Owner is required to take any necessary measure in order to reduce the damage suffered.
The Business Owner acknowledges being fully responsible for its use of the Platform. Consequently, the Business Owner will take in charge all damages to which the Service Provider may be condemned as a result of the Business Owner’s use of the Platform to the prejudice of third Stakeholders, and this as soon as the sentence handed them down becomes final, as well as compensations and charges of any kind spent by the Service Provider to arrange for its defense, consulting fees included.
ARTICLE 10. TERMINATION
10.1. Termination by the merchant
The Business Owner has the capacity to terminate the contract by notifying the Service Provider with an acknowledgement of receipt. This termination will have to be made before the 15th of the current month so that the termination can be effective as of the end of the following month, the Service fee being due.
10.2. Termination in the event of non-payment
In the event of non-payment by the Business Owner, the Service Provider will be entitled to suspend its Service and to block access to the Platform’s administration interface until the Business Owner rectifies the situation. In addition, beyond a period of 1 month the Service Provider will be entitled to put the published Reviews offline.
10.3. Termination for breach
The Service Provider may unilaterally terminate the Contract in case of failure from the Business Owner to honour its obligations, as defined by Article 6, without the Business Owner being able to demand any damage.
10.4. Reversibility
For every hypothesis identified in the Contract, the Business Owner may require from the Service Provider the portability of the Reviews in a reusable and standard format (such as CSV). This action is not included in the Service and represents an additional service within the meaning of Article 4 of the Contract.
ARTICLE 11. FORCE MAJEURE
In case of the occurrence of an event beyond the control of Stakeholders, making dangerous or largely unbalanced the execution of the Contract, this one will be suspended, even terminated at the initiative of one of the Stakeholders, expressing this termination to the other Stakeholder by registered letter with an acknowledgement of receipt, if no outcome is conceivable within reasonable time and within a maximum of 3 months as of this letter.
This shall particularly apply in case of fire, strike, lockout, flood, natural disaster, war, riot, requisition, governmental decision, blockage or in case of complete or partial interruption of the telecommunications services or the electrical networks, or more generally in case of any other event of force majeure as recognized by the case law.
None of the Stakeholders shall be held responsible for any failure resulting from the occurrence of such an event and cannot lead to the payment of damages or late penalty.
ARTICLE 12. INSURANCES
Each Stakeholder shall certify being holder of an insurance policy with a reputable solvent company that is specific and adapted to its services, covering its civil liability and ensuring the financial consequences of this liability resulting from personal, material, intangible damages following or not a damage for a sufficient amount of security in respect of commitments taken under the Contract.
ARTICLE 13. SELF-RELIANCE OF THE CLAUSES
In case of difficulty of interpretation arising between any of the titles heading Contract clauses and the stipulations they hold, those titles will be declared inexistent.
If one or several clauses or stipulations of the Contract are considered invalid or declared as such by application of the law, of a regulation or a permanent decision of a competent jurisdiction, the other clauses and stipulations will maintain all of their force and validity.
ARTICLE 14. WAIVERS
The fact that either Stakeholder does not claim the application of any clause of the Contract or agrees to its breach, may it be permanently or temporarily, shall not be deemed to be a waiver by that Stakeholder of its rights stemming from that clause.
ARTICLE 15. APPLICABLE LAW – AUTHORITY
The Contract is subjected to the provisions of the French law.
Any dispute or disagreement to which the Contract may lead and which couldn’t have been subjected to an amicable agreement falls within the exclusive jurisdiction of the Lyon Courts, notwithstanding a plurality of respondents or a guaranteed appeal, even for urgent proceedings or protective urgent or on-demand proceedings.
ARTICLE 16. CONFORMITY WITH THE GENERAL REGULATION FOR DATA PROTECTION
The Business Owner undertakes to respect the General Regulation for Data Protection. In this respect, he commits to inform his client, when collecting his personal data, that these will be communicated to the Guaranteed Reviews Company, as well as the following information :
- The length of time his personal data will be stored : legal delay applying from the request date for the user’s personal data deletion by any appropriate means.
- The contact details of the Guaranteed Reviews Company’s DPO :
Nicolas DUVAL
24 Rue de Clichy – 75009 PARIS
[email protected]
- The purposes of processing : collection of reviews regarding the purchase experience and publication of the review, along with the first name used when ordering, the last name’s first letter and the dates of ordering, review submission, and possible review updates.
Appendix 1. Legal references
Article L111-7-2 of the French Consumer Code
Without prejudice to the obligations provided in article 19 of the Act 2004-575 of June 21, 2004 regarding the confidence in the digital economy, as well as in articles L. 111-7 and L. 111-7-1 of this Code, any natural or legal person who’s activity consists, as a principal or subsidiary occupation, in collecting, regulating or publishing online reviews coming from customers, is liable to deliver to internet users loyal, clear and transparent information concerning the terms of publication and online processing of the reviews.
He clarifies whether or not those reviews are subjected to a control and, if so, it indicates the main characteristics of the executed control.
He displays the review date of publication and its potential updates.
He indicates to customers which review hasn’t been published, the reasons behind this rejection/refusal.
He sets up a free functionality allowing the person responsible for the services or products being subjected to an online review to notify any doubt on the authenticity of this review, provided that this notification is legitimate.
A decree, issued after seeking the opinion of the National Commission for Information Technology and Civil Liberties (CNIL), determines the terms and content of that information.
