GENERAL TERMS AND CONDITIONS OF USE OF THE SERVICE AND PLATFORM
« PANDACOLA.COM » (Hereafter GTCS)

In the context of these General Terms and Conditions of Service, the following terms have specific meanings when written with a capital letter, as outlined below:

• After-Sales Service (AS): Refers to all services provided to the Buyer by the Seller after the sale of a Product on the Platform and in relation to that Product.
• Buyer: Refers to any person, in his professional or non-professional capacity in the sense of the introductory Article of the Consumer Code, who places an Order for Products with a Seller on the Platform.
• Business Day: Refers to all days of the week from Monday to Friday inclusive, excluding public holidays or holidays.
• Confidential Information: Refers to all financial, legal, technical, commercial, strategic information, as well as data, documents of any kind, drawings, concepts, trade secrets, know-how, information systems, software, transmitted or made known to a Party under the GTCS, regardless of the form and/or media used.
• Discontinued Product: Product from which commercialisation has been stopped by the Seller, which has been withdrawn from its collection and is unavailable to sale by the Seller whatever the sales channel.
• Customisable Product: Refers to a Product that the Seller offers on his Sales Space and that has been identified by the Seller as subject to modification according to certain specifications of the Buyer (e.g. addition of a logo or text, specific shape) within the limits set by the Seller within the Product Sheet.
• GTCS: Refers to these General Terms and Conditions of Services and their appendices.
• GCS: Refers to the General Terms and Conditions of Sale written by PRYNTIZ governing the sale of his Products via the Platform.
• Initial Import: Import of all information related to Products and their customisation (including Product Offers) that the Seller wants to sell on the Platform in order to create the related Product Sheets. This Import is done before the opening of the Sales Space of the Seller. This import does not include tests or preliminary imports: it corresponds to the last import before the opening of the Sellers’ Sales Space and before it is accessible on the Platform to Buyers.
• Mapping: Refers to the phase of matching Seller offers and product categories with those of PRYNTIZ on the Seller's Space.
• Messaging tool: Refers to the communication space between the Seller, PRYNTIZ and the Buyer, set up on the Platform. However, it is the only means of communication available between the Buyer and the Seller.
• Non-Customisable Product: Refers to a Product that the Seller offers on his Sales Space that can be the subject of an Order by a Buyer without modification.
• Order: Refers to any order of Products placed by a Buyer on a Seller's Sales Space.
• Party(ies): Refers to the Seller and/or PRYNTIZ.
• Platform: Refers to the website managed by PRYNTIZ, accessible at www.pandacola.com and on which PRYNTIZ operates the Services.
• Product: Refers indifferently to a Non-Customisable Product or a Customisable Product.
• Product Offer: Corresponds to a row with a “Product Alone” value in the “Offer State” column, in the Seller’s offer file filled in by the Seller or PRYNTIZ.
• Product Sheet: Refers to the summary sheet generated by PRYNTIZ which must be completed by the Seller for each language managed by the Platform and which contains the following information: the title of the Product, the description of the Product, its price, the specifications for each printing technique and printing zone associated with the Product, the price of each printing technique, its essential characteristics (e.g. colours, available sizes), images of the Product cut out in a good quality format (minimum quality accepted: 400 x 400 px) and any other information or mandatory element according to the law applicable to the Product.
• PRYNTIZ: Refers to PRYNTIZ SAS, which has its registered office at Biocluster des Haras, 23, rue des Glacières 67000 Strasbourg, a simplified joint stock company with a capital of 60,000 euros, registered under the number 835 004 300 in the Strasbourg Trade and Companies Register, intra-community VAT number FR 37 835 004 300, tel. +33 (0) 3 90 22 42 22, e-mail: hello@pandacola.com.
• Seller Space: Refers to the personal virtual space of each Seller from which he can access all the Marketplace Services set up by PRYNTIZ.
• Sales Space: Refers to the virtual point of sale made available by PRYNTIZ to Sellers on the Platform so that they can offer their Products for sale online to Buyers.
• Seller: Refers to any legal person professionally engaged in the activity of selling or manufacturing products and offering such products for sale via the Platform.
• Services: Refers to all services provided by PRYNTIZ within the framework of this Agreement, in particular giving access to the Platform and the provision of a Sales Space and a Seller Space.

The purpose of the Terms and Conditions is to define the conditions under which PRYNTIZ makes the Platform and its Services available to Sellers as well as the conditions under which Sellers use the Services and sell their Products on the Platform.

The Services comprise a set of tools that is grouped within the Seller Space.

The Seller undertakes to access and update his Seller Space on a daily basis so that:

• The Seller can manage in real time his sales offers and the status of all Orders (past, current in dispute...) but also consult the information brought to his attention by PRYNTIZ concerning the use made by the Seller of the Platform.
In this context, PRYNTIZ may be required to approach the Seller by e-mail or by notification via the Messaging Service. The Seller agrees to respond to PRYNTIZ within two (2) working days maximum of receipt of such a message;
• Buyers may therefore have access, on the Platform, to accurate information regarding Products and Orders.
• PRYNTIZ authorises and grants the Seller access to his Seller Space for the duration of his registration on the Platform and for use strictly limited to the needs related to the execution of these GTCS. This access is personal, non-transferable and non-assignable.
• All Services are accessible to the Seller from his personal Seller Space.
• In return for the Services, the Seller shall pay a commission calculated on the sales made on the Platform, the terms of which are specified in Appendix 2.
• The Seller may, upon prior written request to PRYNTIZ, subscribe to optional services, the list of which is detailed in Appendix 2 and the conditions of use of which are specified in Appendix 7, in exchange for a monthly fee.

4.1 Conditions

Any legal entity whose activity is the marketing of Products, acting within the framework of its usual professional activity regularly declared as such to the competent tax and social security bodies, may register as a Seller on the Platform.

To submit a registration file to the Platform, the legal entity shall first provide various documents listed in Appendix 1 ("Platform Registration Documents"). These documents will be validated by our payment solution provider Webhelp Payment Services in order to create the Seller's dedicated escrow bank account.

The Seller shall ensure that all information provided as part of his registration on the Platform is accurate, complete and truthful.

Without PRYNTIZ's prior written agreement, the same legal entity (determined by its SIREN number) may only have one Seller Space. PRYNTIZ may immediately close any account or accounts that have been opened in violation of this rule.

4.2 Validation

Within 72 hours of receipt of all the documents set out in Appendix 1 and provided that they contain all the necessary information, PRINTYZ will notify the Seller of its decision regarding his registration on the Platform.

The Seller acknowledges that failure by PRYNTIZ to respond within five (5) business days shall constitute a refusal to register.

The Seller acknowledges that only PRYNTIZ can decide whether or not to accept the registration on the Platform, without having to justify it.

4.3 Modifications

The Seller undertakes to notify PRYNTIZ of any update on the information provided at the time of registration, together with the supporting documents relating thereto. PRYNTIZ may reasonably request additional supporting documents to certify the effectiveness of the modifications stated by the Seller.

Such modification must be requested by the Messaging tool as well as by e-mail to seller@pandacola.com and will be taken into account within three (3) working days by PRYNTIZ.

The Seller shall hold PRYNTIZ free from any damage or dispute resulting from incorrect information, failure to notify or late notification.

If false or erroneous information has been provided during registration or if the Seller fails to notify an update and to provide any document and proof, or if the Seller fails to respond within two (2) days to a request from PRYNTIZ regarding any update, PRYNTIZ may terminate the Seller's registration on the Platform, in accordance with the terms of Article 9.

4.4 Selection and import of the Seller's Product Catalogue

The Seller submits to PRYNTIZ the list of products he wishes to sell via the Platform.

PRYNTIZ selects the products that correspond to the Platform's image and notifies the Seller in writing of the Products that may be offered for sale on the Platform.

In order to integrate the selected Products into his Sales Space, the Seller may:

• Manually create each product and corresponding offer in his Seller Space;
• Fill in the import template files that can be downloaded from his Seller Space in .CSV format;
• Use his own product file (csv, xml, excel,...) to map his data from his Seller Space.

PRYNTIZ undertakes to provide the Platform and Services in accordance with the rules set out in these GTCS.

It is expressly agreed between the Parties that PRYNTIZ, in the context of the Services, is subject to a general obligation of means and that it is not bound by any obligation of result or enhanced means of any kind.

5.1 Hosting availability

PRYNTIZ undertakes to use all means possible to make the Platform and the Seller's Space accessible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond PRYNTIZ's control and subject to any breakdowns or maintenance interventions necessary for the proper functioning of the Platform.

However, PRYNTIZ shall not be held liable for any disruptions, interruptions or malfunctions that are not its fault and that would affect, for example, transmissions over the Internet and more generally over the communication network, regardless of their importance and duration.

Furthermore, it is specified that PRYNTIZ reserves the right to temporarily interrupt access to the Platform or to suspend all or part of the Services for maintenance purposes, for improvement and the installation of new functionalities, for the audit of proper operations or in the event of a malfunction or threat thereof.

5.2 Maintenance

5.2.1 Corrective Maintenance

PRYNTIZ undertakes to make every effort to have the technical corrections to be made to the Seller Space concerning any malfunctions in operation and/or compliance with the applicable safety standards.

In this respect, it is specified that malfunctions are listed according to the nature of the malfunctions observed:

• PRYNTIZ undertakes to correct any blocking defects or implement a workaround solution as soon as possible after notification by the Seller to seller@pandacola.com. "Blocking malfunction" refers to a malfunction that prevents the use of all or part of the essential features of the Seller Space.
• PRYNTIZ undertakes to correct any non-blocking malfunction as soon as possible after its notification by the Seller via the Messaging Service or by e-mail to the above-mentioned address. "Non-blocking malfunction" means any malfunction other than those defined in the blocking malfunctions, in particular those that prevent the normal use of all or part of the non-essential functionalities of the Seller Space and the Sales Space or that can be avoided.

PRYNTIZ provides Sellers with an assistance service accessible by writing to seller@pandacola.com, with the subject line: "Assistance - Blocking Malfunction" or "Assistance - Non-blocking malfunction". The helpdesk is operational from Monday to Friday from 9am to 6pm.

Any intervention resulting from misuse by the Seller of the Platform or Services may result in specific invoicing.

5.2.2 Security

PRYNTIZ undertakes to do its utmost to:

• Ensure logical and physical security of its information systems;
• Minimize the risk of a security breach.

5.2.3 Data storage

PRYNTIZ complies with the Seller's legal data retention periods. Pursuant to Article L. 123-22 of the French Commercial Code, the Seller's data shall thus be kept for ten (10) years for the purpose of establishing evidence and five (5) years to prove the existence of the GTCS in accordance with Article 2224 of the French Civil Code.

In the event of termination of the T&Cs, the procedures for deleting data are detailed in the Article "Consequences of termination".

5.2.4 Financial transparency

In accordance with Articles 171 AX and 242 bis of the General Tax Code (hereinafter "GTC"), PRYNTIZ informs the Seller that he is responsible for updating his tax and social obligations regarding his activity and the transactions he carries out on the Platform.

In this respect, PRYNTIZ shall address:

At the time of each transaction, fair, clear and transparent information on the tax and social obligations incumbent on Sellers who carry out commercial transactions through it. This information is brought to the attention of Sellers in particular in the General Terms and Conditions of Use of the Platform and in the elements providing a summary statement of the turnover generated by the Seller and the corresponding commissions received by PRYNTIZ.

Every year and to each Seller, a summary of the Orders processed via the Platform, as well as the overall turnover achieved by the Seller.

The turnover generated through the Platform must necessarily be declared to the competent tax authorities in the same way as the income generated by the Seller in respect of his usual professional activity. In accordance with Article 242 bis of the IGC, PRYNTIZ shall endeavour to have certified each year, before 15 March, by an independent third party, the sending of the summary statement of the turnover achieved by the Seller through the Platform.

6.1 General obligations

The Seller declares and acknowledges having read these Terms and Conditions, including the appendices. He undertakes to comply with them as well as with the laws and regulations that are applicable, in particular in matters of intellectual property law, legislation relating to the sale of products and, where applicable, extended producer responsibility.

The Seller acknowledges and guarantees that he concludes the sales contract with the Buyer alone and that, as such, he undertakes to comply with all regulations applicable to his activities and, in particular, to provide for each Product a Product Sheet containing all the elements defining it, as well as to respect any applicable law or regulation.

The Seller guarantees that he holds all the necessary rights for the marketing of his Products within the European Union and Switzerland in the context of distance selling.

Consequently, the Seller undertakes, upon simple written request by PRYNTIZ and within twenty-four (24) hours of receipt of such a request, to prove by any means that he is the owner of these rights.

The Seller undertakes, where applicable, to comply with reporting and payment obligations to the tax authorities and bodies collecting social security contributions, in particular in France, in respect of his activity. For more information:

• on https://www.impots.gouv.fr/portail/international-professionnel/entreprise-etrangere-jai-une-activite-en-france regarding tax obligations.
• on www.securite-sociale.fr, concerning social obligations, on the link below: http://www.securite-sociale.fr/Vos-droits-et-demarches-dans-le-cadre-des-activites-economiques-entre-particuliers-Article-87

The Seller undertakes not to include in its Sales Space any URL link of any kind or variant of a URL link.

Similarly, no advertising for his own website or any other website presenting or offering his Product for sale or rental may appear on his Sales Space or may be communicated by any means to Buyers, including by email, invoice, flyer, catalogue, parcel or delivery note.

The Seller undertakes not to contact the Buyer directly by any means other than the Messaging offered by PRYNTIZ on the Platform, unless PRYNTIZ has given its prior written consent.

In general, the Seller undertakes to carry out his commercial activity on the Platform in compliance with the French Commercial Code, in particular, but not exclusively, the following:

• by not practicing anti-competitive methods;
• by not selling his Product at a loss or at abusively low prices.

In order to standardise the customer experience, PRYNTIZ wrote General Terms and Conditions of Sales applicable for any sale by a Seller on its Sales Space.

Consequently, the Seller accepts to apply the General Terms and Conditions Of Sales written by PRYNTIZ for sales carried out on its Sales Space. The GCS can be completed by the Seller’s Product return conditions which can be specified on its Sales Space.

The Seller hereby undertakes, for a minimum period of six (6) months to the activation date of its Sales Space, to keep its Sales Space open, to accept at least 75% of received Orders and to leave a minimum of 80% of its Product Offers active on the Platform.

The percentage of active Product Offers is calculated based on the number of Product Offers created during the Initial Import. It doesn’t take into account Product Offers associated with out of stock Products or Discontinued Products.

PRYNTIZ reserves the right to check all information of stock shortage and/or Discontinued Product by any mean.

If the Seller wants to terminate these GTCS, he must respect all the commitments described in the GTCS during the total period of six (6) months after reception of its written prior notice as described in article 9. The beginning date of this six (6) months period is defined by the reception date of the Seller’s registered letter with acknowledgement of receipt sent to PRYNTIZ.

6.2 Communication obligations to Buyers

The Seller undertakes to make the following information available to the Buyers, prior to each sale:

• The essential characteristics of the Product;
• In the case of a Customisable Product, the specifications for each printing technique and printing Space associated with the Customisable Product, in the format requested on the Seller Space;
• The price of the Product (unless the price of the Product is available only on quotation);
• The indicative period within which the Seller commits to ship the Product;
• Information relating to his identity, postal, telephone and electronic contact details and activities;
• Information relating to legal guarantees, the existence and implementation of guarantees and other contractual conditions
• The periods during which he does not process any Order, i.e. the closing periods including Business Days;
• its Product return conditions in its Seller Space.

The Seller also undertakes to respect:

• The legal guarantee of conformity and guarantees of hidden defects;
• The obligation not to engage in unfair commercial practices;
• The use of the French language;
• The obligation to respect the rules of display and price reductions;
• The obligation to inform Buyers about the availability of spare parts.

6.3 Obligations related to the Product offers and Product Sheet published on the Platform

In setting up and distributing his Product offer from his Sales Space, the Seller undertakes to respect all the different phases of the Onboarding process described below and to read the modules of the Seller Guide corresponding to each phase:

1. The creation of the Online Seller Shop and the provision of the requested and updated legal information.
2. Importing the Seller's product catalogue in one of the following ways: manually created directly on the Seller Space, by filling in the product file template that can be downloaded on the Seller Space or by mapping its own product data file using the configuration tools on the Seller Space. Depending on the amount of data and its structure, PRYNTIZ will recommend to the Seller an import mode that will be adapted to him. The Seller Guide module detailing the procedure of the import mode recommended by PRYNTIZ will be made available to the Seller via the folder shared between PRYNTIZ and the Seller after the signature of this Agreement. The other modules linked to the other import modes will be available on request.
3. Filling in the template of the offer file downloadable from the Seller Space and importing it in the section My Stock > "Import by file" on its Seller Space.
4. Reading of the Seller Guide Modules provided by PRYNTIZ after the signature of this Agreement and relating to order management, invoicing, payment and a good understanding of the Sales Space.
5. Reading the appendices of the Seller's Guide.

The Seller undertakes to spontaneously update his prices and stock levels in a timely and accurate manner.

As a content publisher within the meaning of French regulations and case law, the Seller shall be solely responsible for the content (visual, editorial, video, etc.) of his Sales Space and for all the information he displays therein. As such, he shall hold PRYNTIZ harmless against any dispute and any legal proceedings relating to his information. Under no circumstances may PRYNTIZ be held liable in the event of a violation of the rights of third parties or, for example, in the event of errors or omissions. In this respect, the Seller shall in particular warrant the legality and availability of the Products he promotes on his Sales Space.

The Seller also acknowledges that he owns the Products he markets and/or holds all authorisations for their marketing, and in particular those from public authorities or third parties in their capacity as distributors.

The Seller agrees that his Product Sheets may be used by other Sellers if the Product is the same under the EAN code.

In general, the Seller shall refrain from using visuals or trade names, pseudonyms or making comments or other messages that are offensive, contrary to public policy or morality, that infringe the rights of persons or the intellectual property rights of third parties, laws and regulations and the image of PRYNTIZ, its Pandacola brand, and of the Platform.

The Seller shall also refrain from reusing any additional data intended to appear on the Platform (that is data added in order to improve both referencing and content of the Product Sheets on the Platform that didn’t already exist in the Seller’s database), provided by himself or by PRYNTIZ on the product file, offer file, or via any other software.

It is understood that, in the event that PRYNTIZ should be contacted by a Buyer for any request for information regarding a Seller's Product, the latter must be able to provide all information regarding that Product.

Finally, PRYNTIZ reserves the right to refuse a Product on the Platform if it does not comply with applicable national and/or European legal, regulatory and normative provisions, or any of the obligations stipulated herein.

6.4 Obligations related to the processing of Orders

The Seller, in processing Orders, undertakes to comply with the Sellers' Quality of Service Policy set out in Appendix 4.

Thus, except during closing periods, the Seller undertakes to make his best efforts to:

• Accept or refuse an Order within less than seventy-two (72) hours;
• Ship the Order within the availability period indicated to the Buyer as from the acceptance of the Order, in the event that the Print Order complies with the Seller's technical constraints. The maximum period allowed is ninety (90) calendar days;
• Answer within forty-eight (48) hours any questions from Buyers regarding proposed offers and accepted or rejected Orders.

Please note that only the validation of the Order by the Seller from the Seller Space allows the final availability of the Product to be validated. Thus, if the Seller validates the Order in the Seller Space, he undertakes to reserve the Products as soon as the Order is validated, as well as to deliver the Product or to refund the Buyer in full if the Seller is unable to perform the Order.

The Seller acknowledges that, if he validates an Order and subsequently cancels it, he will be liable to PRYNTIZ for the amount of the commission provided for under the Order, considering that the Seller is responsible for the cancellation of an Order that he had validated. In addition, the Seller undertakes to pay PRYNTIZ an amount equivalent to 100% of the initial commission. This amount, which does not interfere with the Seller's commercial policy, is justified by the damage caused to PRYNTIZ's image as an operator of a platform for the sale of goods.

6.5 Obligations related to the sale of the Product

The Seller warrants that the Products he offers for sale do not, in any way, infringe applicable laws, regulations and standards, and that they do not prejudice the rights of third parties. In this respect, the Seller undertakes in particular not to sell any Product consisting of infringing works within the meaning of the Intellectual Property Code or any Product whose marketing is regulated by legislative, regulatory or contractual provisions.

In general, the Seller warrants that the Products he offers for sale on the Platform comply with the most stringent applicable national and/or European laws, regulations and standards, including their packaging.

The Seller shall immediately inform PRYNTIZ via the Messaging Service or by e-mail of any risk, particularly in terms of security, that a Product may generate.

The Seller undertakes not to offer for sale in his Sales Space the following types of Products:

• Goods that do not respect moral or legal principles;
• Goods that promote discrimination or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
• Intangible assets;
• Pornographic material;
• Stolen goods;
• Toxic or hazardous liquids;
• Living animals;
• Medicines and drugs of all kinds;
• Weapons and ammunition;
• Advertising including links;
• Products whose advertising, offer or marketing infringes intellectual property rights and/or any other rights of third parties;
• Products marketed as part of an exclusive or selective distribution network and for which the Seller has not been granted approval;
• Products that may present a danger to health, safety or the environment;
• Gambling, lottery tickets;
• Tobacco;
• Products infringing the image of PRYNTIZ and its brand Pandacola;

In the event that a prohibited Product is offered for sale or is placed for sale without complying with the specific regulations of such Product, the Seller shall be responsible for immediately removing the Product concerned from his Sales Space, as soon as he becomes aware of the breach. The Seller acknowledges that PRYNTIZ may suspend any Product it deems to be in breach of the above obligations and shall notify the withdrawal within 48 hours of such withdrawal, indicating the reasons thereof.

The Seller agrees that his Product may be presented in accordance with:

• Either, to a standard presentation form,
• Or, to a presentation form of a strictly identical Product with the same EAN code previously offered for sale on the Platform by another Seller;
• Or, finally, to a presentation sheet possibly modified by PRYNTIZ in order to adapt it to technical or functional requirements as well as to the Platform's graphic charter.

The Seller also provides pictures in the format required by PRYNTIZ in the form of URL links, accessible by PRYNTIZ. If the Seller is unable to provide a URL link for his pictures, PRYNTIZ offers an FTP server provision service (details in Appendix 7 and subscription at the end of the GTCS). The Seller declares and warrants that it is the owner of the intellectual and/or industrial property rights to the information communicated relating to the Products (texts, photographs, trademarks, logos, etc.)

The Seller shall undertake to have sufficient stock at all times to satisfy Buyers' Orders.

The Seller also undertakes, within the Seller Space, to indicate a stock level on the Platform in one of the following two ways:

• Either the Seller fills in a stock level which will then be automatically updated by the Platform system with each Buyer's Order;
• Either the Seller provides information on his overall stock level (i.e. not exclusively dedicated to sales on the Platform), and undertakes to update the stock status of his Product within fifteen (15) minutes following any Order. This last action should be performed automatically via API or FTP.

The Seller shall provide the Buyer, in addition to the Product and the delivery note, with all notices, warranties and other documents necessary for the use of the Product.

The Seller can freely define the price for which it sells a Product on its different sales channels. However, the Seller choosing to sell a Product on the Platform must not apply a price on this Product, sold on its Sales Space, that would be higher than other prices applied on the same Product for different channels. This is applicable for the final Product price applied to Buyers, whether they are sold by the Seller or by a reseller of the Seller’s Product, applicable for any sales channel.

6.6 VAT, Eco-tax, private copy levy and batteries & accumulators

When selling in France and the European Union, the Seller shall comply with different legislations, in particular regarding declarations, taxes (including VAT) and fees relating to different types of goods that he commercialises.

By selling a Product containing electronic components or a Battery Operated Product, the Seller is responsible for taking all necessary measures to comply with the applicable legislations, to report the Product sales, Product requiring a declaration, and to pay the associated taxes and fees. In the event of a breach of one or more of these laws, following a warning from the relevant competent authority and/or a finding of a breach to inform the Buyer and/or a failure to include a fee or tax in the sale price in a Product Sheet, PRYNTIZ will send a warning, via the Messaging, to the Seller to update its Product Sheet and/or comply with the law.

If no correction is made within four (4) Business Days, PRYNTIZ may delete the Product Sheet concerned. In the event of a recurrence despite warnings from PRYNTIZ and/or the competent administrative authority, the Seller's Sales Space may be suspended.

PRYNTIZ is not responsible for verifying the content and conformity of each Product Sheet. However, if an administrative authority notifies PRYNTIZ or the Seller of a doubt or finding of non-compliance, the Seller shall make every effort to comply within four (4) Business Days. In the absence of compliance by the Seller within the afore mentioned period, his Sales Space may be suspended.

In order to assist Sellers in their compliance process, PRYNTIZ provides them with an explanatory leaflet presenting the various taxes and fees and the associated procedures. The Seller shall undertake to review this document and take the necessary steps to implement the recommendations and procedures described herein.

Eco-tax

In accordance with Law No. 2014-856 of 31 July 2014 and Decree No. 2014-928 of 19 August 2014 on electrical waste and electronic equipment and used electrical and electronic equipment, each Product concerned must be collected and processed at the end of its life. The Seller shall undertake to comply with these legal and regulatory provisions.

In particular, the Seller shall include, in the sale price of the Product, the amount of the eco-tax, which varies according to the type of Product, the country in which it is put into circulation and the processing agency with which the Seller has contracted. This amount will be indicated as included in the price on the Product Sheet.

WEEE Europe

Sellers have the possibility to use WEEE EUROPE to facilitate administrative procedures (identification of applicable national regulations, contractualisation with local eco-organisations, single declaration of EEE to European eco-organisations) associated with the marketing of its subsidiaries in the Member States of the European Union.

Founded in 2016, WEEE EUROPE brings together 18 European eco-organisations in 17 countries: http://weee-europe.com/14-1-home.html

For more information, please contact Jorge Vicente, Membership Relations Manager at WEEE Europe (French speaking): j.vicente@weee-europe.com.

The Seller certifies having read the regulations applicable in his country.

PRYNTIZ provides Sellers with a document presenting its obligations regarding the eco-tax according to its situation as well as the eco-tax scale for France. The Seller certifies that he has read this document, the regulations applicable to him and undertakes to take the necessary steps to be able to sell his Product in accordance with the European regulations.

Private Copy Fee

When selling a Product that contains data storage (USB key, CD, DVD, hard drive, tablet, phone ...) and that is billed or delivered in France, the Seller shall declare and pay the Private Copy Fee to the company COPIE FRANCE if he is the importer of the Product in France. In all cases, the Seller shall include this royalty in its selling price. This fee shall be indicated as included in the price on the relevant Product Sheets.

PRYNTIZ provides Sellers with a notice setting out their obligations regarding the private copy levy according to their situation as well as the scale of the fee due according to the storage capacity of the Product. The Seller certifies that he has read this document, the regulations applicable to him and shall undertake to take the necessary steps to be able to sell his Product in accordance with the French regulations regarding goods with data storage.

All additional information can be found on: https://www.copiefrance.fr/en/

Fee on batteries & accumulators

Decree No. 2009-1139 of 22 September 2009, regulates the collection and recycling of portable batteries and accumulators. It transposes the European directive and confirms the obligation incumbent on manufacturers and importers of batteries and accumulators.

It limits the cadmium and mercury levels of batteries and accumulators, defines the compulsory markings and determines three categories of batteries and accumulators, namely:

• Portable batteries or accumulators: Batteries and accumulators which do not have a composition or a format reserved for a strictly industrial or professional use but can also be bought and used by the households.
• Industrial batteries or accumulators: Batteries or accumulators designed for exclusively industrial or professional purposes.
• Automotive batteries or accumulators: Batteries or accumulators intended to supply a starter, lighting or ignition system.

For each category, the manufacturer is responsible for organising the collection, recycling and disposal of used batteries and accumulators that it markets. He must also register on a register kept by ADEME.

The marketers of portable batteries and accumulators adhere, in response to these obligations, to an approved body or to set up an approved individual system.

Thus, if the Seller offers for sale products that comprise batteries or accumulators falling into the categories described above, he must join an approved eco-organisation that may possibly register him on the ADEME register.

Below, the list of eco-organisations for marketing in France:

• Corepile https://www.corepile.fr
• Screlec http://www.screlec.fr

PRYNTIZ provides Sellers with a notice setting out their obligations regarding the fee on battery and accumulator according to their situation as well as the scale of the fee due according to the type of battery. The Seller certifies having read this document, the regulations applicable to it and undertakes to take the necessary steps to be able to sell his Product in accordance with the French regulations regarding goods with batteries or accumulators.

6.7 Obligations related to Product disputes

The Seller, in his capacity as seller of the Product, handles all disputes relating to the goods he sells. He is responsible for the entire management of the relationship with the Buyer. Thus, the Seller is personally responsible for the resolution of any dispute with a Buyer.

Therefore, disputes are settled directly by the Seller, initially through a communication on the Messaging tool, unless contact is made by other means directly by the Buyer.

Please note that in case PRYNTIZ should be contacted by a Buyer for any dispute or claim concerning a Product, PRYNTIZ will ask the Buyer to contact the Seller via the Messaging tool and will transmit to the Seller such claims and / or disputes.

In the context of the dispute, the Seller undertakes to comply with the Seller Quality of Service Policy set out in Appendix 4.

6.8 Obligations related to the after-sales service of a Product

The Seller, in his capacity as seller, is fully responsible for the after-sales service of the Product he sells.

Consequently, PRYNTIZ shall not be held under any obligation relating to the after-sales service of the Products sold by the Sellers. Please note that in case PRYNTIZ should be contacted by a Buyer for any request concerning the Product's after-sales service, PRYNTIZ will ask the Buyer to contact the Seller via the Messaging tool.

6.9 Obligations related to the delivery of the Product

The Seller shall undertake to deliver or have delivered under his sole responsibility the Product ordered and paid by the Buyer.

In the absence of information provided by the Seller regarding the terms of delivery of the Product, the Seller agrees that the standard delivery terms pre-set on the Platform, based on the logistical families of the Product, shall apply by default.

The Seller shall undertake to comply with the delivery times, costs and terms and conditions indicated to the Buyer on the Platform, the shipping time being understood as starting on the date of validation of the Order by the Seller on the Platform and expiring on the date of dispatch of the product with the longest period.

PRYNTIZ offers the Seller a "Product Delivery Policy" (CF Appendix n°5). This document determines the terms of delivery that the Seller may offer. It is agreed that choices regarding the delivery of the Product are made by the Seller freely, in accordance with applicable laws and regulations, and apply to any sale of a Product made through the Platform. The Seller may choose the delivery service provider he wishes from a list drawn up by PRYNTIZ. If the service provider is not included in the list, PRYNTIZ may add it at the Seller's simple request, provided that he meets the delivery quality criteria set out on the Platform.

The delivery conditions as freely chosen by the Seller shall be brought to the attention of the Buyer and must be strictly respected.

The Seller shall inform PRYNTIZ of the shipment of each Product to a Buyer by updating, on his Seller Space, the status of the Order and by indicating the tracking number of the package or packages in the event of multiple shipments.

As part of a process of price transparency towards the Buyer and standardisation of the commercial offer on the Platform, the Seller is strongly encouraged to offer shipping costs for all his Orders, in accordance with the "Product Delivery Policy" in Appendix 5, in order to be eligible for the "PREMIUM" qualification.

6.10 Obligations related to quality of service

The Seller shall undertake to consider PRYNTIZ's Quality of Service Policy (Appendix 4), to make every effort to comply with it, and therefore to implement all means in order to optimally meet his obligations by providing a quality service to the Buyers.

In order to best satisfy Buyers' Orders, the Seller undertakes in particular to check the Messaging tool regularly. In this respect, PRYNTIZ recommends that Sellers should check the Messaging tool on a daily basis.

The conditions for eligibility for the Premium designation and the criteria for automatic exclusion from the Platform are described in Appendix 3.

6.11 Obligations related to the management of identifiers

The Seller is solely responsible for the use of his username and password or for actions taken through his Seller Space.

In the event that a Seller discloses or uses his username and password in a manner contrary to their purpose, PRYNTIZ may then automatically suspend the Seller Space account without notice or compensation, which the Seller acknowledges and accepts.

Under no circumstances shall PRYNTIZ be held liable in the event of usurpation of a Seller's identity. Any access and action carried out from a Seller's account shall be presumed to be carried out by such Seller, insofar as PRYNTIZ is not under any obligation and does not have the technical means to ensure the identity of the persons having access to the Platform from an account.

Any loss, misappropriation or unauthorised use of a Seller's ID and password and their consequences are the sole responsibility of the User. In the event of theft, misappropriation or usurpation of identifiers, the Seller is required to notify PRYNTIZ without delay by e-mail to the following address: seller@pandacola.com with the following purpose: "Assistance - Identity theft".

6.12 Provision of samples

The Seller shall allow the Buyer to obtain samples of Products from a Seller in order to be able to assess their quality and to subsequently place an Order for a greater quantity of Products from the same Seller.

The Sample Order will be stated as an option in the Sales Space, which the Buyer must select when placing his initial Sample Order. A Product ordered as a sample may be a Customisable Product, but will not be customised and must therefore be delivered without customisation to the Buyer. The Seller is notified of the initial Sample Order by a notification within his Seller Space.

The Buyer shall pay for the samples in the same way as for all other Products.

For a period of twelve (12) months following the Initial Sample Order, the Buyer may place a new Order with the same Seller and, if such Order is at least three (3) times the amount of the Initial Sample Order, the Buyer shall receive a reduction on his new order by an amount equivalent to that of the Sample Order.

The amount of the discount associated with the initial Sample Order is valid on all Products sold on the Seller's Sales Space, regardless of which Products were initially ordered. The discount is not valid in another Sales Space.

The Seller hereby agrees to grant a discount based on the amount of an initial Sample Order placed by the Buyer. This discount can be combined with other discounts and offers, limited to a maximum of 4 samples of the same Product regardless of its variants.

7.1 Payment of the Product by the Buyer

The Buyer shall make payment for his Order on the payment page of the Platform, managed by the payment service provider Webhelp Payment Services. Once the Order has been accepted by the Seller, the amounts are then deducted from the Buyer and deposited into an escrow account. The amounts deducted and sequestered will be remitted to the Seller, subject to the Buyer's proper receipt of the Products, confirmed by the status "received" of the Order in the Seller's Space and excluding incidents and disputes with the Buyer regarding the Product.

An Order is deemed to be in "received" status: (i) either, when the Buyer has expressly declared it as such on the Platform within twenty-one (21) days following the dispatch of the Product by the Seller; or (ii) at the end of a period of twenty-one (21) days following the dispatch of the Product by the Seller. An order with return and/or claim by the Buyer is not deemed to have been "received" but is said to be an "incident".

The initial price of a Product available on the Platform is freely determined by the Seller, in accordance with applicable laws and regulations. Prices will be communicated in Euros, excluding VAT, and must be indicated on the Product page of the Seller Space, all applicable taxes and contributions (VAT, eco-tax, Private Copy contribution, etc.). These taxes and contributions must be indicated by the Seller when importing his catalogue. The accuracy of the amounts and rates of these taxes is the responsibility of the Seller.

The price of a Non-Customisable Product is firm and non-negotiable for Buyers.

However, the Seller is entitled to change the price applicable to a Product at any time, in particular when launching a promotional campaign or during sales, subject to compliance with the regulations concerning price reductions.

The price of a Customisable Product is also firm and non-negotiable except in the following cases:

• The customisation of a Product ordered by the Buyer is not feasible by the Seller according to its production constraints and requires another manufacturing/customisation process to satisfy the Buyer's request.
• The Product ordered by the Buyer is custom-made, i.e. the price varies according to the specifications given by the Buyer.
• The price of the Product is communicated to the Buyer by a quotation. In this case, the price is defined by negotiation between the Buyer and the Seller. This amount is guaranteed to the Buyer for a maximum period of fifteen (15) days.
• In the context of the application of a promotional code.

7.2 Repayment of the price paid to the Seller

The conditions under which payment transactions resulting from Buyers' transactions on the Platform, in the relationship between PRYNTIZ and the Sellers, are governed by a Framework Agreement for Payment Services made available to the Seller at the same time as these GTCS, to which the Seller shall give his consent. This Agreement is done between PRYNTIZ, as agent of the Payment Service Provider, and the Seller.

The Seller may obtain information at any time about the amounts due to him via his Seller's Space.

Prior to the payment of the Products’ price to the Seller, the following amounts are deducted:

• any amount refunded to the Buyer in connection with the resolution of a dispute with the Seller;
• the amounts due to PRYNTIZ.

7.3 Compensation due to PRYNTIZ

PRYNTIZ's compensation conditions are described in Appendix 2 "Financial Conditions". PRYNTIZ will receive from Sellers a commission set according to PRYNTIZ's detailed commission grid. This grid will be made available to the Seller after he created its Seller Space on the Platform.

As an option, Sellers may subscribe to optional services, the details of which are described in Appendix 2 and the conditions of use of which are detailed in Appendix 7.

7.4 Payment on due date

In order to conform with the B2B buying habits of French companies, PRYNTIZ might offer to a Buyer a payment on due date for an Order made on the Sales Space of a Seller when the transaction can be guaranteed by a credit-insurance cover and when the Buyer’s analysis conducted by PRYNTIZ allows to apply this solution.

Therefore, the Seller accepts that the Buyer can pay his invoice on due date, only when the following conditions are met :

• When the Buyer is a company or a public organisation.
• When the Seller is a beneficiary of an individual credit-insurance policy covering the invoice, subscribed on its behalf by PRYNTIZ within the framework of the global policy. Details will be communicated later on.
• When the cost of the credit-insurance is below the threshold defined by PRYNTIZ.

If all conditions above are not met, the payment method offered to the Buyer will be prepayment (payment at order).

In this context, PRYNTIZ shall under no circumstances be held liable in the event of non-payment of an Order made by a Buyer who is eligible to the payment on due date. However, PRYNTIZ will be in charge of dunning Buyers with late payment, starting on due date and will help the Seller to transmit a debt collection request to our partner Euler Hermès in the scope of the credit-insurance procedure.

In the case of non-payment and of a debt collection procedure which results in an indemnities and recuperation payment to the Seller, the commission on the related Order is still due to PRYNTIZ, following the same conditions as described in section 7.3. Therefore, the commission will be invoiced to the Seller at the same rate initially specified for the related Order. Calculation will be based on the indemnities amount received by the Seller.

The Seller mandates PRYNTIZ to invoice, in its name and on its behalf, the price of any Product ordered on the Platform. This mandate is attached as Appendix 6.

The invoices for the Products will be issued and sent to the Buyer by PRYNTIZ in accordance with the legal provisions in force.

These GTCS shall take effect on the date of their signature and for an indefinite period.

Either Party may terminate them, without having to justify it, subject to six (6) months' written notice, by registered letter with acknowledgement of receipt sent to the other Party's registered office.

However, if a partnership contract has been established and signed between the Parties, the Seller cannot terminate the GTCS and the Payment Services Framework Contract before the end of the partnership contract to which adds the prior written notice period of six (6) months after reception of its written notice.

10.1 Suspension of the Sales Space

In the event of a breach of these provisions or of the laws and regulations in force, as well as of a lack of cooperation and/or disloyalty, if there is an urgent need to stop the acts observed, PRYNTIZ may automatically suspend access to the Seller's Sales Space, without compensation to the Seller and without prior notice of default.

This decision shall be brought to the attention of the Seller on the Messaging, by e-mail and/or registered letter with acknowledgement of receipt, indicating the alleged grievances as well as the obligations alleged to have been breached.

Automatic suspension criteria have also been put in place and are described in detail in Appendix 3.

10.2 Termination of Seller's registration

10.2.1 No-fault termination

As part of the termination provided for in Article 9 paragraph 2 above, the Parties agree that the Seller Space and the Sales Space shall be closed at the end of the notice period and all of the Seller's offers shall be removed from the Platform.

10.2.2 Termination for fault

Any suspension of the Sales Space may lead to a termination of the Seller's registration if the Seller does not provide a satisfactory response to the grievances notified to it within seven (7) days following the first day of suspension of his Sales Space.

In the event of a serious breach of these Terms and Conditions, not of a particularly urgent nature (and therefore not leading to prior suspension), these Terms and Conditions, and therefore the Seller's registration, may be terminated by PRYNTIZ.

It is expressly agreed that this termination will take place automatically, seven (7) days after the sending of a formal notice to comply, which has remained ineffective. The formal notice, which shall imperatively indicate the complaints alleged and the obligations allegedly not complied with, shall be notified by registered letter with acknowledgement of receipt.

The breaches qualified as "serious" include the following:

• If the Seller is unable to provide a certificate or other document proving his status as an authorized distributor/seller;
• If the Seller completes a sale of a prohibited Product or makes a sale without complying with the specific regulations applicable to the Product;
• If the Seller has provided incorrect, outdated or incomplete identifying information;
• In the event of non-compliance with the Framework Payment Service Agreement;
• In case of risk of fraud;
• In case of suspicion of money laundering or terrorist financing;
• In the event of non-compliance with the Sellers' Quality of Service Policy.

In the event of termination of the Framework Payment Service Agreement for any reason whatsoever, the Parties agree that these GTCS shall be terminated automatically and without notice.

10.2.3 Consequences of termination

Any termination, resolution or cancellation of the GTCS automatically results in the discontinuation of the Seller's Product Catalogue, the closure of the Seller's Space as well as the cancellation of access to the various Services offered to the latter.

In any event, access to the Seller Space and the dedicated Sales Space may only be interrupted after the last Order in progress has been fully settled. It is finally specified that PRYNTIZ will then reserve the right to send back to the Seller any complaint initiated by a Buyer concerning one of its Orders placed and will keep the possibility of communicating by targeting its collaboration with the Seller for an additional period of six (6) months from the receipt of the termination letter.

In the event of termination by either Party and for any reason whatsoever, the Seller shall undertake to execute all orders placed before the effective term of termination, to comply with all his obligations and responsibilities towards the Buyers - in particular, his legal and/or commercial guarantees due in respect of after-sales service - and to pay any remaining amount still owed or to be owed to PRYNTIZ.

PRYNTIZ shall, upon prior estimate, return to the Seller all data, files and documents belonging to him contained in the Sales Space in a standard format within sixty (60) days. This commitment is subject to the Seller being up to date with his payments.

The additions and enrichments made by PRYNTIZ which are not attributable to the Seller, may be kept by PRYNTIZ. Thus, PRYNTIZ will only return the original data, such as provided by the Seller.

However, it is specified that, if the Seller has not expressed his willingness to obtain this return within two (2) months following the end of the GTCS, PRYNTIZ will have the possibility to destroy these data, files and documents, without the Seller being able to hold PRYNTIZ liable for the consequences of this destruction.

11.1 Liability of PRYNTIZ

PRYNTIZ, in its capacity as intermediary, provides Sellers with tools allowing them to sell a Product to Buyers without being a party to the sale itself.

Consequently, PRYNTIZ may only be held liable for the facts for which it is responsible and which are parts of an expressed obligation set out herein.

Thus, PRYNTIZ's liability cannot be engaged:

• In the event of any dispute with third parties relating to the information communicated by Sellers on the Platform or relating to the comments made by Buyers as long as PRYNTIZ is not notified of the illegal content made available on the Platform, in accordance with Article 6-I, 2 and 3 of Law No. 2004-575 of 21 June 2004 on trust in the digital economy;
• In the event of any dispute with Buyers relating to the sale or use of a Product sold by the Seller.

Consequently, any complaint, dispute or request for information relating to a Product that may be brought to PRYNTIZ's attention will be forwarded to the Seller concerned, who will assume full responsibility for it.

No guarantee can be given as to the availability and continuous efficiency of the Services, given the technical uncertainties arising from the Internet and telecommunications networks and the complex interaction of different parties involved in the provision of services. PRYNTIZ undertakes to make its best efforts in this respect and is only bound by an obligation of means.

In any event, PRYNTIZ's liability may not be claimed beyond the amount paid by the Seller the ongoing decade for the commission received by PRYNTIZ. Only direct material damage will be covered, to the exclusion of any other damage, in particular loss of income, loss of data, loss of profits, commercial disruption, etc.

11.2 Liability and warranties of the Seller

The Seller is solely responsible for the information regarding itself and/or relating to the Product and the Product Sheets that he puts online on the Platform as well as for the execution of the sales contracts concluded with the Buyers and for the calculation, collection and possible payment of the applicable environmental taxes, fees and contributions.

The Seller is solely responsible for the commitments he makes to the Buyers in his Sales Space. In the event of a dispute, Buyers should be invited to contact the Seller directly via the Platform's Messaging System.

Thus, in no way PRYNTIZ shall be held liable in the event of copying, counterfeiting, imitation and generally any reproduction and representation of all or part of the data published on the Seller's Sales Space. The Seller shall hold PRYNTIZ harmless against any claim or action in this respect.

As a seller, the Seller is solely responsible for any damage that may be caused by a Product that he offers for sale on the Platform or for the content that he publishes on it. He is solely responsible for direct, indirect, material and immaterial damages caused to a Buyer et to any other third person by a Product. Consequently, the Seller warrants PRYNTIZ and shall indemnify PRYNTIZ, on first request, against any damage it may incur and against any liability action brought against it for the violation by the Seller of any right of a third party, including a Buyer, whether such damage results from the sale of a Product, the use made by the Seller of the Platform, or any other fact for which he may be responsible of.

The Seller undertakes to bear all costs, attorneys' and experts' fees and all damages to which PRYNTIZ may be sentenced in this context by court decision, without prejudice to any damages that PRYNTIZ may be required to claim from the Seller.

The Seller shall undertake to clearly specify, within his Seller Space in My Account>Settings>Shipping & Returns section, his terms of return of a Product.

The Seller acknowledges that a customisation that does not comply with the Seller's proof of artwork results in the defect of the Customised Product and is sufficient as proof for the opening of a dispute.

If a dispute remains unresolved, PRYNTIZ, in its capacity as a third party to the contract of sale of the Product, shall undertake not to intervene on its own account. PRYNTIZ may nevertheless act as mediator between the Seller and the Buyer in the event of the latter's agreement.

Should PRYNTIZ receive a complaint from a Buyer, it will be forwarded to the Seller.

In the event of a claim from a Buyer thus received by PRYNTIZ and transmitted to the Seller, or received directly by the Seller, the latter shall undertake to reply to the Buyer within a maximum of forty-eight (48) hours and to do everything possible to settle this conflict directly with the Buyer.

The Platform provides an evaluation system available to Buyers, which allows them to rate each Seller. The Seller acknowledges and accepts that this system is an essential feature of the Platform in the sense that it increases Buyers’ confidence in purchasing a Product on the Platform.

Therefore, the Seller agrees that evaluations concerning it may be publicly disclosed by Buyers. The evaluations focus on the quality of execution of the services offered by the Seller. Ratings result in stars scaled from 1 to 5. The Seller's overall rating on the Platform is calculated from the evaluations published by the Buyers.

This system also allows to highlight the best Sellers, known as "Premium Sellers", who meet the criteria set out in Appendix 3, while preserving the Buyers from Sellers with a too low level of service quality.

The general criteria used to evaluate Sellers are as follows:

• Incident rate;
• Seller rating;
• Deadlines for acceptance of Orders;
• Order acceptance rate;
• Number of Orders cancelled consecutively.

In particular, PRYNTIZ has made available to Buyers the means of evaluating Sellers once the shipment of the Product has been confirmed, thus allowing Buyers to select a Product from a Seller who best complies with the conditions of use of the Platform.

Neither PRYNTIZ nor the Seller may modify the comments and ratings posted by Buyers on the Platform, except for illegal content. In addition, PRYNTIZ may not be held liable with the Seller for any comments and ratings posted online and shall not be responsible in this regard.

Without prejudice to the foregoing, the Seller acknowledges and accepts that PRYNTIZ will be required to remove any unlawful comments from a Buyer - in particular, those of a defamatory or offensive nature - of which PRYNTIZ has been notified under the conditions of Article 6 I 5e of the law n°2004-575 of 21 June 2004 for trust in the digital economy, the terms of which are described in the General Conditions of Use of the Platform, available at the bottom of each page of the Platform.

The Seller is informed in real time via the Seller Space of the comments and ratings posted online by Buyers as well as the resulting overall score. He declares that he understands and accepts the evaluation system thus provided by PRYNTIZ to the Buyers and undertakes, in general, to take into account the Buyers' evaluations in order, when necessary in view of the overall score to which he is subject, to take the appropriate actions and steps to improve the services he provides via the Platform.

The Parties agree that an overall rating of less than three (3) stars will result in the suspension and/or termination of the Seller's registration.

14.1 With regard to the processing carried out by PRYNTIZ

As part of the Services, PRYNTIZ collects and processes personal data, in particular during the verification of the documents necessary for the Seller's registration and the opening of his Seller's Space. This data is processed only to:

• Integrate the Seller and his catalogue into the Platform;
• Administer the Platform;
• Be able to provide the Services to the Seller.

All Seller data will be processed in accordance with these purposes.

The Seller's personal data is kept for five (5) years following the termination of the GTCS and is intended for the use of PRYNTIZ and all service providers associated with the Platform's operations.

The Seller has the right to access, rectify and oppose the processing of his personal data, in accordance with Articles 38 and following of the law n°78-17 "Informatique et Libertés" (French Data Protection Act) of 6 January 1978 as amended. These rights may be exercised in accordance with the law by e-mail to seller@pandacola.com or by post to the address of PRYNTIZ's registered office, providing proof of identity and a legitimate reason as provided by law.

14.2 With regard to the processing carried out by the Seller

The Seller may collect and process the personal data of the Platform’s Buyers, in particular via his Sales Space. As such, he guarantees that he processes these data in compliance with the rights and obligations under the above-mentioned law "Informatique et Libertés".

14.3 With regard to Buyers' data

The Seller shall be responsible for the processing of the personal data of Buyers placing Orders via the Platform. The purposes of the processing operations concerned are the management of Orders, the invoicing and the customer relations. For these processing operations, PRYNTIZ shall have the status of Subcontractor within the meaning of the law of 6 January 1978 and Article 28 of Regulation (EU) No 2016/679 of 27 April 2016 (hereinafter "GDPR").

Within the framework of this purpose, it is expressly agreed between the Parties that PRYNTIZ shall not process the data concerned for any other purpose. PRYNTIZ shall take all necessary measures to ensure the security and confidentiality of the personal data entrusted to it, in particular by adopting appropriate technical and organisational measures to ensure data security, as well as by ensuring that the persons responsible for processing them undertake to respect their confidentiality. In addition, PRYNTIZ shall undertake to assist the Seller in the implementation of his obligations, within the limits set out in the GDPR.

PRYNTIZ shall be considered as the sole responsible for the processing of the Buyers' personal data when it processes their personal data for the following purposes:

• Creation and management of Sellers and Buyers accounts;
• Customisation of Services and messages;
• Sending messages by e-mail or text messages;
• Fraud prevention;
• Platform Security;
• Targeted advertising / advertising targeting;
• Sharing data within PRYNTIZ for customer knowledge purposes;
• Purchasing assistance;
• Participation in a game contest organised by PRYNTIZ.

14.4 Sellers' personal data

In the context of the execution of the GTCS, PRYNTIZ collects and processes personal data concerning Sellers.

The purpose of this processing is to create and manage the Seller Account.

In accordance with the legislation in force, the Seller has a right of access, rectification, deletion, opposition, limitation, portability and definition of the use of the data after death.

To exercise the above, the Seller may send a letter to PRYNTIZ's Platform Service:

PRYNTIZ SAS, Biocluster des Haras, 23 rue des glacières, 67000 Strasbourg

or an e-mail to seller@pandacola.com, with proof of identity.

For more information about PRYNTIZ's processing of Sellers' personal data, please refer to our Privacy Policy.

Each Party shall use the Confidential Information, directly or indirectly, in whole or in part, only for the strict execution of these GTCS.

Any well-founded disclosure may engage the responsibility of its author, regardless of the cause of the disclosure.

The confidentiality obligations set out in this clause do not apply to all or any part of the Confidential Information to the extent that:

1. It was lawfully held by the receiving Party prior to its disclosure;
2. It has been legally disclosed to the receiving Party by a third party without restriction of disclosure;
3. It is subject to a legal obligation of disclosure by any competent court, authority or administration.

This confidentiality clause shall be maintained upon expiry of the GTCS for a period of five (5) years.

The Seller authorizes PRYNTIZ to use brands, drawings and models, corporate names, commercial names, domain names, logos, pictures, images and photos and more generally every intellectual rights attached to the Seller and its Products communicated to PRYNTIZ with the exclusive goals of displaying the Products’ and Seller’s information on the Platform and of promoting the Seller and its Products on the different PRYNTIZ medias and websites (Platform, blog, social networks…)

By “use”, it is being understood, in particular, the reproduction, adaptation and representation rights on any support, included the Internet. PRYNTIZ can consequently reproduce, represent and adapt those images, photos, logos, pictures, brands, drawings and models, corporate names, social names and domain names via the Internet and via any present or future process of communication to the public, in the respect of their initial appearance. However, for material reasons of adaptations to certain mediums and formats, the Seller authorises PRYNTIZ to realise the design adaptations required for those mediums and formats.

The authorisation is valid during the validity of the GTCS and during the six (6) months' written notice and more generally as long as the Seller’s Sales Space is accessible by Buyers on the Platform.

The Seller declares and guarantees to PRYNTIZ :

• that it owns the intellectual property and/or industrial rights allowing it to make available to PRYNTIZ any Product information (texts, images, photos, brands, logos, etc.) and to upload these on the Platform;
• that all information is consequently not subject to any third party’s rights infringement in the whole world and does not represent a partial or complete counterfeit and/or unfair competition;
• that it is the owner or a holder of the rights required to sell its Products via the Platform and that those Products do not violate any third party’s right in the whole world, in particular, that sales on the Platform do not infringe a selective or exclusive distribution network and that they do not represent a partial or complete counterfeit and/or unfair competition;

It is also agreed that PRYNTIZ may maintain information about the Seller on the Site after the termination of the GTCS so that the Seller's Buyers may contact it for a period of one (1) year.

The Seller expressly authorizes PRYNTIZ to enrich the descriptions of the Products as well as to use software solutions allowing in particular an improvement of referencing by adding metadata to the data contained in the Product Sheets. The use of these processes on the Product Sheets does not grant any rights of any kind to the Seller.

The Seller also authorises PRYNTIZ to create images for the Product Sheets of its Sales Space and images for the customisation areas related to the Product Sheets.

Descriptions, data and images created by PRYNTIZ for the Seller’s Product Sheets belong to PRYNTIZ and cannot be used by the Seller out of the Platform and without PRYNTIZ's prior written agreement. Any exploitation or reproduction of data and images created by PRYNTIZ is forbidden without PRYNTIZ's prior written agreement.

PRYNTIZ is the owner of the proof of artwork created on the Platform by the Buyer. The latter may not be used outside the manufacture of the Products as part of the corresponding Order.

Commercial data of the Buyers collected on the Platform (addresses, contacts, company names, e-mail addresses ...) belongs to PRYNTIZ.
PRYNTIZ grants to the Seller a right to use this data in the context of the fulfilment of the Order made by the Buyer on the Platform. The Seller loses this right of use on this data for sales and orders outside of the Platform and after termination of the GTCS hereinafter.

However, if the Buyer was already a customer of the Seller before it ordered on the Platform, the Seller remains, of course, the owner of the commercial data previously obtained. In this case, the Seller must be able to provide proof of prior relationship with the Buyer to PRYNTIZ.

However, if the commercial data of a Buyer on the Platform is different from the one contained in the database of the Seller for the same Buyer, the Seller will not be able to use the new commercial data collected on the Platform outside of it.

These GTCS are governed by the French law.

In the event of a dispute between the Parties, they shall, as far as possible, reach an amicable agreement. In the absence of such, the courts within the jurisdiction of the Strasbourg Court of Appeal shall have exclusive jurisdiction, even in the event of multiple defendants, warranty claims, emergency proceedings or motions.

18.1 Amendments to the Terms and Conditions

Any draft amendment to the GTCS shall be communicated to the Seller on a durable medium no later than fifteen (15) days before the proposed date of application for its entry into force.

In the absence of a written objection by registered letter with acknowledgement of receipt sent to PRYNTIZ by the Seller before the expiry of this fifteen (15) day period, the latter is deemed to have accepted these amendments. In the event of refusal of the suggested amendment, PRYNTIZ may terminate the GTCS free of charge, prior to the proposed effective date of the suggested amendment.

18.2 Independence of the Parties

Each of the Parties to these GTCS is independent of each other. The Parties shall act in their own names and undertake to conduct their activities hereunder as independent Sellers.

18.3 Transferability

The Seller shall not assign any of its rights, obligations or benefits under these GTCS in any way without PRYNTIZ's prior written consent.

18.4 Force majeure

None of the Parties shall be liable for any failure or delay in performance hereunder due to the occurrence of an external, unforeseeable and irresistible event recognized as a case of force majeure within the meaning of French law and jurisprudence.

Under these GTCS, in particular, the following shall be recognised in the broadest sense as cases of force majeure: acts of war, natural disasters, earthquakes, floods, weather conditions, embargoes, riots, epidemics, acts of terrorism and equipment and network failures.

18.5 Partial invalidity

Any clause of these GTCS which may be declared null and void or unlawful by a judge shall be interpreted in such a way as to best serve the objectives of the original clause to the fullest extent permitted by law.

In any event, any clause of these GTCS which may be declared null and void or unlawful by a court of law shall not affect the other provisions or affect the validity of these GTCS as a whole or their legal effects.

18.6 Discrepancy with French version of GTCS

The French version of the GTCS prevails over the English version in case of any discrepancy.

18.7 Reference

The Seller authorises PRYNTIZ to identify it as a user of the Platform, in press releases issued by PRYNTIZ and in any other promotional document (Emailing, paper supports, goodies...).

In order to create the Seller's dedicated escrow account, Webhelp Payment Services requires specific documents.

The Seller as a professional must send PRYNTIZ either by e-mail, or by electronic transmission or by uploading to PRYNTIZ's computer systems accessible in the Seller Space:

• Original or copy of any official deed or extract from the official register (e. g. Kbis extract in France) (1);
• Updated Articles of Association of the company;
• Valid official identity document with photo of the legal representative (2);
• Details of the payment bank account from the account holder (e. g. bank identity statement);
• The signed and digitized Framework payment services agreement;
• Where applicable, a power of attorney of the legal representative of the legal person to open a payment account; (the "delegatee");
• Where applicable, a power of attorney for the benefit of the person appointed by the legal representative of the legal person to open the account;
• If applicable, a valid official identity document with
• photo of the agent2;
• The declaration of the effective beneficial owners;
• Where applicable, the Extract from the Commercial Register of the legal entity corresponding to the beneficial owners (3);
• Identity documents of the beneficial owners;

The Seller will have to send most of these documents via his Seller Space. Other documents should be sent by e-mail to PRYNTIZ at seller@pandacola.com or to the e-mail address of the Seller's preferred contact person.

PRYNTIZ reserves the right to request any other document or additional information, in order to enable Webhelp Payment Services to carry out the necessary investigations to comply with its legal obligations, including those relating to the fight against money laundering.

The Seller is advised that PRYNTIZ and/or Webhelp Payment Services will retain on an electronic archiving medium, for a period of five (5) years after termination of the relationship with the Sellers, a copy of the supporting document(s) used to identify them.

Note : 1-In France : Kbis less than three months old / 2-In France : NIC, Passport, residence permit / 3-In France : Kbis less than three months old

PRYNTIZ mandates WEBHELP via its Webhelp Payment Services to temporarily collect the Seller's Orders on an escrow account dedicated to the Seller and PRYNTIZ's commission. PRYNTIZ does not at any time cash the entire price of the Products.

PRYNTIZ will receive from the Seller commissions on turnover excluding VAT and delivery costs.

1. Commissions

PRYNTIZ will receive from the Seller a commission excluding taxes that is calculated on the basis of the Seller's turnover on the Platform including delivery and commissioning costs. This commission varies according to the category of Product sold, in accordance with the detailed commissions grid.

The detailed commissions grid applicable by category is made available to the Seller In its shared folder.

Upon signing these GTCS, the Seller acknowledges that he has read them and accepts them without reservation.

2. Payment of commissions

Orders are eligible for payment to the Seller as soon as the Buyer has confirmed receipt of the ordered Product or automatically 21 days after shipment by the Seller to the Buyer's address. Commissions are paid by offsetting at the end of each decade on the 5th, 15th and 25th of the month.

Webhelp Payment Services will refund to the Seller the total amount of the Seller's turnover including VAT, based on the Orders eligible for payment for the period under the conditions described above, including delivery charges, deducted from commissions that are paid to PRYNTIZ.

Commissions are considered to be due to PRYNTIZ as soon as the Order is accepted by the Seller.

An invoice is issued at the end of each month to recap the amount of the commissions charged and the additional services.

3. Additional services

PRYNTIZ offers the Seller additional services, invoiced in addition to the subscription listed, detailed and priced below. The conditions of use are described in Appendix 7:

• Availability of an FTP server for uploading the Seller's pictures +10€/month on the monthly subscription.
• Promotions at PRYNTIZ initiative.

In order to subscribe to one or more additional services, please tick the corresponding box at the end of the General Terms of Service.

4. Invoicing mandate

PRYNTIZ edits and sends the invoice to the Buyer instead of the Seller. The Seller undertakes not to send an invoice to the Buyer and mandates PRYNTIZ to send any form of invoice to the Buyer. Billing information is processed by WEBHELP and the invoice sent by PRYNTIZ to the Buyer by e-mail. The Seller undertakes to take note of the Mandate in the Appendix. Acceptance of these GTCS constitutes full acceptance of the Invoicing Mandate (Appendix 6).

The Seller undertakes to implement, in good faith, all necessary means to fulfil his obligations by delivering a quality service to the Buyers.

Quality of service related to the delivery of the Product:

• In order to standardise the commercial offer and ensure a quality of service, the Seller undertakes to use the PRYNTIZ boxes and tape when delivering the Products for shipments to Buyers who have placed an Order on the Platform. The Seller must also insert in the packages the communication supports provided by PRYNTIZ (flyers, gifts...) as indicated in the letter accompanying the delivery of said communication supports to the Seller. All these consumables will be made available free of charge by PRYNTIZ. The Seller undertakes to notify PRYNTIZ when the stock of any of the consumable types reaches 100 pieces. If PRYNTIZ does not provide the Seller with consumables and communication media, this clause shall not apply.
• If the Seller wishes to add his own communication media (advertising, flyers) in the packages intended for Buyers, he must request PRYNTIZ's agreement and the prior written validation of the media before doing so.
• The Seller must send to the Buyer in the package a delivery note for the Product purchased based on the PRYNTIZ model. PRYNTIZ will provide the Seller with a delivery note template in the format that best suits him (e.g. InDesign file, Word, PDF...). Thus, the Seller must use this model exclusively and must under no circumstances add personal information to it.
• The sending of the invoice is carried out by PRYNTIZ which is mandated for invoicing on behalf of all the Platform's Sellers. (cf. Appendix 6)
• The Seller undertakes to take all necessary care in packaging the Product ordered in order to prevent the Product from being damaged during transport. The Product is carried at the Seller's expense and risk.

Quality of service related to the management of Buyers' complaints:

• In the event of a Buyer's claim regarding a Product, the Seller shall be personally responsible for the resolution of the dispute between him and the Buyer. Disputes are settled directly between the Buyer and the Seller. PRYNTIZ provides the Buyer with a Messaging tool allowing the exchange between the two Parties. The Seller shall undertake to attempt to resolve the dispute in advance and amicably by this means of communication only.

THE CHOICE OF DELIVERY RATE

The Seller is free to determine the price he wishes for the delivery of a Product, regardless of the country or mode of transport chosen by the Buyer. He can set up each tariff for each country in his Seller Space. However, it is strongly recommended to use at least one flat transport rate for each mode of delivery, clearly communicated to the Buyer. Given the high volumes of goods ordered, it is not advisable to charge a surcharge based on the number of Products ordered or by weight.

THE SHIPPING FREE OF CHARGE

As part of a quality approach, transparency of prices towards the Buyer and standardisation of the commercial offer on the Platform, the Seller is strongly encouraged to practice the shipping free of charge, namely the Seller's coverage of all delivery costs, on all his Orders delivered in Metropolitan France, or the integration of these costs in the selling price of the products.

The practice of free shipping reflects a real concern to provide a clear and unsurprising offer to Buyers in order to facilitate their order taking.

It is in this context, and in order to encourage Sellers to integrate this practice of tariff simplification, that the practice of shipping free of charge is one of the mandatory criteria to be eligible for the category of Premium Seller set out in Appendix 3.

DELIVERY DEADLINES

The Seller shall communicate:

• the shipping deadline, which the Seller specifies for each Product. It must include the manufacturing and customisation time frame. If a customisation technique requires additional time, the Seller must specify it.
• the delivery time that the Seller specifies for each delivery method and delivery zone in his Seller Space.

The shipping time announced to the Buyer begins upon confirmation of the Order by the Seller and ends upon shipment of the Product with the longest shipping time.

The deadlines specified by the Seller shall be as realistic as possible and may be communicated in an approximate manner with a variation not exceeding 2 days.

EXPRESS DELIVERY

In order to be able to best meet the Buyer's needs, particularly in the context of short deadlines, the Seller is encouraged to offer an EXPRESS delivery method.

This delivery method must offer a delivery time significantly shorter than the delivery time stipulated above, whether through a compression of the shipping time or the delivery time. The Seller may freely determine the method and amount of invoicing for this delivery method. However, for the sake of tariff simplification, it is recommended to offer a flat-rate billing.

COMPLIANCE WITH THE DEADLINE AND DELIVERY METHOD

The Seller is required to respect the delivery method chosen by the Buyer at the time of his Order and must do everything possible to respect the delivery time indicated on the Order confirmation sent to the Buyer.

ORDER TRACKING

The Seller undertakes to provide an online tracking link of the status of the Order to the Buyer via the Seller Space as soon as possible and at the latest within 24 hours of the Order being shipped.

RECEIPT OF THE ORDER

The Buyer has twenty-one (21) days to confirm the receipt of the ordered Product.

Beyond this period and in the absence of any dispute, the Product will be considered as accepted by the Buyer.

RESERVATION OF OWNERSHIP

The Product remains the property of the Seller until it is received by the Buyer.

RESPONSIBILITY

In case of deterioration of the parcels or delivery incidents (delays, incorrect delivery address, unknown address...) PRYNTIZ shall in no case be held responsible by the Seller or the Buyer. In the event of incidents related to delivery, if the Buyer contacts PRYNTIZ, PRYNTIZ will transfer the request to the Seller who will have to deal with the resolution of this dispute.

 

DELIVERY OVERSEAS AND OUTSIDE THE EUROPEAN UNION

In the case of delivery to overseas departments and regions and local authorities, PRYNTIZ suggests that the choice of freight forwarder, the procedures related to delivery and customs fees should be charged to the Buyer. The Seller shall comply with all applicable terms and conditions and shall be responsible for integrating all necessary documents (invoice, freight forwarder management, etc.). In the case of a delivery in a country outside the European Union, the formalities related to the delivery and customs fees may be the responsibility of the Buyer.

RETURN POLICY

The Seller may propose, within his Seller Space, a return policy for products within the time limits and under the conditions of his choice.

As a reminder, the Platform connects Sellers with non-consumer Buyers. Consequently, the provisions of the Consumer Code do not apply and it is up to each Seller to decide whether to propose a return policy for his own Products, under his sole responsibility.