Definitions
Articles - Means the advertorial articles offered for sale on the Platform. Articles may be written (i) by Publishers or (ii) by Paper Club at the Publisher's request.
T&Cs - Means these General Terms and Conditions of Sale and Use, the purpose of which is to define (i) the conditions under which Clients may use the Platform and (ii) the conditions for the online sale of Publications.
Client(s) - Means advertiser client(s), whether businesses or individuals carrying on an economic activity, as well as agencies, who purchase Publications on the Platform for publication on the Publisher's website. A Client has necessarily accepted these T&Cs.
Credit(s) - Means the prepaid units of account, denominated in euros (1 Credit = €1 excluding VAT), purchased by the Client from Paper Club and usable exclusively on the Platform to pay all or part of the price of Publications, Options and other Services. Credits constitute an advance payment on future orders, collected by Paper Club in its own name. They constitute neither electronic money, nor a deposit, nor funds held on behalf of the Client, nor a payment instrument. Credits do not bear interest, are neither assignable nor transferable to a third party or to another Client account, and may not be converted into cash.
Protection Period - Means the time required for Paper Club to verify that the Publisher has properly performed the order. This period is 30 days from the date the Publication goes live on the Publisher's Site. No payment will be made to the Publisher during this period.
Publisher - Means any publisher of website(s), registered on the Platform, having available space to publish Publications, and entrusting Paper Club with the sale of its Publications to Clients through the Platform, acting in its own name but on behalf of the Publisher.
Listing - Means the description of the Site and of the Publication for sale, visible to Clients, indicating the price set by Paper Club, the name of the media outlet, its editorial offering, the Options it proposes, its publication rules, and so on. This listing enables the Client to make a fully informed choice.
Options - Means the options offered by the Publisher, such as homepage placement, an additional link to a website chosen by the Client, an image, a target keyword, sharing on social media, inclusion in a newsletter, and so on. These paid options may be added at the Client's discretion.
Platform - Means the Paper Club platform for matchmaking and the online sale of Publications in its own name but on behalf of Publishers.
Publication(s) - Means, collectively, the Articles, the link to the Client's own website, the Options and the advertising space offered for sale on the Platform for publication on the Publisher's Site.
Service(s) - Means the matchmaking and online sale service for Publications, together with all items made available to Clients on the Platform.
Site - Means the website owned by the Publisher, on which the Publication purchased by the Client will be published.
Preamble
Freya (commercial name Paper Club), a French company (SAS) with a capital of €1,070, registered with the Paris Trade and Companies Register under number 892 295 072, with its registered office at 15 rue des Halles, 75001 Paris, makes available to Clients (i) an online sales Platform listing the Publications that Publishers may offer on their Site(s), (ii) an order-tracking Service and (iii) a secure payment Service.
These T&Cs govern the terms and conditions under which Clients use the Platform in order to purchase Publications. The Client's use of the Services offered by Paper Club constitutes acceptance of and agreement to these T&Cs.
Article 1. Paper Club's role
Paper Club is an intermediary, acting in its own name but on behalf of Publishers, marketing Publishers' Publication space. It is in no case an agent of Clients. Nor does Paper Club act in an advisory capacity towards Clients.
Article 2. Description of the Services
2.1. Access to the Services
Advertiser Clients and agencies must access the Services by creating an Advertiser-type account. The Client selects one or more editorial topics of interest, then completes their details: full name, email, telephone number and password. The Client then accepts these T&Cs in their entirety by ticking the box provided for that purpose. The personal information provided will be processed in accordance with Article 8 of these T&Cs.
When creating an account on the Platform, the Client undertakes to provide Paper Club with accurate information. Should that information change, the Client must inform Paper Club.
The Client is responsible for maintaining the confidentiality of their account and password, and for restricting access to their computer or other equipment. Accordingly, the Client acknowledges that they are responsible for all activity originating from their account.
Paper Club reserves the right to suspend or refuse access to the Services in the event of a breach of these T&Cs, including but not limited to cases where the Client has provided false or incomplete information, or in the event of payment fraud.
2.2. Description of the Services
The Platform lists various Publishers offering to publish on their Site the Publications selected by Clients. The Client uses the Platform to add a Publication to their basket, write a brief, and place and manage their order.
2.3. Availability of the Services
Paper Club uses its best efforts to ensure the availability of the Platform. Paper Club nevertheless reserves the right to interrupt, temporarily suspend or modify access to the Platform without notice, in particular in order to carry out improvements, adaptations or maintenance.
Article 3. Ordering Process
The Client searches the Platform for the Site on which they would like to promote themselves, and then accesses a description of the Site and the Listing. The price of each Publication is freely determined by Paper Club: it is displayed in euros excluding VAT, with the Credit equivalent shown at the rate of 1 Credit = €1 excluding VAT. The Client then chooses the characteristics of the Publication when writing the brief, selects one or more Options, and adds them to their basket. The Client is informed that placement of their Publication on any particular page is not guaranteed.
Validating the basket constitutes acceptance of the price as well as of the Publisher's publication conditions. Paper Club will send the Client a confirmation email summarising the details of the order.
The Publisher will then have 5 business days to accept or refuse the Client's order. After that period, the Client's order will be automatically refused. The Client acknowledges that the Publisher may refuse their order without giving reasons. In such a case, the Client may not hold either the Publisher or Paper Club liable. If the Publisher refuses the order, or fails to respond within 5 business days, the Client will receive an email from Paper Club notifying them that their order has been cancelled. The amount of the order will then be re-credited to them.
Paper Club may refuse any order from a Client who has not paid a previous order in full or in part, whose Credit balance is negative, or with whom a payment dispute is being handled.
Article 4. Credits and payments
Orders are paid for using Credits.
Credits are purchased using the accepted payment methods (bank transfer, SEPA direct debit, credit or debit card). Payments are processed by an authorised, PCI-DSS certified payment service provider. Paper Club neither collects nor stores the Client's card details.
The invoice is issued when Credits are purchased (orders for Publications placed using Credits therefore do not give rise to further invoicing). VAT is chargeable at the time Credits are purchased; the applicable regime is determined according to the Client's status and country of establishment on the date the Credits are purchased, based on the information provided by the Client.
The Credit balance displayed on the Platform shall be conclusive between the parties.
Article 5. Approval and publication of the Publication by the Publisher
Having accepted an order, the Publisher undertakes to comply with the brief entered by the Client at the time of the order. The Publisher must make the text of the proposed Article available to the Client. Paper Club cannot be held liable for the editorial quality of the Article where the Article has been written by the Publisher.
The Client will have 10 business days to approve the proposed Article, or may, depending on the Options initially selected, request amendments. If an Article is not approved within the allotted period, Paper Club shall be entitled to validate the order.
From the Client's approval of the Article, the Publication will go live on the Publisher's Site within a maximum of 5 business days.
The Publication will remain live on the Publisher's Site, in accordance with the Options selected by the Client, for the duration indicated by the Publisher at the time of the order.
Where the duration indicated is "unlimited", this means that the Publisher agrees for the Publication to remain live on its Site with no time limit, save in cases of force majeure (see Article 7). The Client nevertheless accepts that neither the Publisher nor the Platform can give an absolute undertaking, such that neither the Publisher nor the Platform may be held liable provided the Publication has been accessible on the Site for at least 12 months.
Publishers guarantee indexation of the article within the first month of publication. Neither Paper Club nor the Publisher shall be liable for the deindexation of articles by the various search engines.
The Publisher is solely responsible for putting Publications live. Paper Club therefore cannot be held liable for delays or problems in publishing the Publications ordered on the Platform. In this respect, the Client may report any incident to Paper Club via the Platform, and Paper Club will use its best efforts to attempt to resolve the dispute.
Article 6. Client’s obligations
The Client is expressly prohibited from entering into commercial agreements with Publishers with whom they have been put in touch or in contact via the Platform. Any further publication requirement must go through the Platform. Should a Publisher attempt to market one of its spaces directly to a Client with whom it has been in contact through the Platform, the Client undertakes to inform Paper Club.
Article 7. Liability
Given the IT and telecommunications constraints inherent in the use of the Platform, Paper Club may not be held liable for damage caused by a malfunction at one or more stages of access to the Service offered, arising in particular but not exclusively from the drawbacks inherent in the use of the internet, such as service interruption, external intrusion, the presence of computer viruses, or malfunction of any nature whatsoever. The Client is invited to report to Paper Club without delay any difficulty encountered in the course of using the Service.
Neither Paper Club nor the Publisher may be held liable where Paper Club's failure to perform or improper performance of its obligations is attributable either to the Client's conduct, or to the unforeseeable and insurmountable act of a third party, or to an event of force majeure as defined by Article 1218 of the French Civil Code. Force majeure includes in particular: natural disasters, fires, strikes, breakdowns, shortages, war, power cuts, telecommunications network failures, loss of internet connectivity caused by public or private operators, and also the disappearance of the Site or the disappearance of the Publisher, which the Client accepts. Furthermore, Paper Club may not be held liable for any indirect damage arising hereunder, loss of operating income, loss of profit, damages or costs.
Without prejudice to the exclusions of Paper Club's liability set out in these T&Cs, Paper Club may be held liable only for compensation of direct, actual, foreseeable and certain loss suffered by the Client, provided that the Client proves that Paper Club's contractual fault is the direct cause of its loss.
The Client acknowledges and accepts that no compensation may be claimed for loss of opportunity, loss of operating income in the accounting sense, loss of productivity, contracts, margin or earnings, failure to achieve expected savings or gains, or any damage to reputation. In any event, and should Paper Club be held liable, the compensation due may not exceed the amount corresponding to the Publications purchased during the two (2) months preceding the incident.
Article 8. Personal data
When the Client uses the Platform, their personal data may be subject to processing. Paper Club is the controller for all Client personal data collected via the Platform.
Paper Club therefore invites its Clients to refer to its "Privacy Policy". The Client is informed that the data necessary for processing their order and therefore for performing the contract (including the handling of complaints) will be transferred to the Publisher for that sole purpose.
Clients who have entered their personal data in order to use the Service have a right of access, rectification and erasure, a right to object, a right to restriction of processing, a right to data portability, and the right to issue instructions regarding the fate of their data after their death. To exercise these rights, they may write to: support@paper.club.
The Client is also invited to consult the Publisher's privacy policy, the Publisher being a separate controller. It processes data in order to manage the order and to comply with its legal and regulatory obligations.
Article 9. Suspension and closure of a Client account
In the event of abnormal activity by a Client on the Platform (such as scraping, use of a bot, data extraction, etc.) observed by Paper Club on the basis of serious and consistent evidence giving rise to a suspicion of fraud on the part of that Client, Paper Club reserves the right to suspend and/or close the Client account concerned. In such a case, the Client will receive an email from Paper Club informing them of the closure of their Client account.
Article 10. Intellectual property
With the exception of items belonging to the Publisher, all intellectual property rights (including in particular copyright, trade mark rights and database producers' rights) relating both to the structure and to the content of the Platform, and in particular the logos, trade marks, graphic, textual and visual elements, tools, software, documents, data, etc. (hereinafter "IPR") are the property of Paper Club.
This IPR is made available to Clients free of charge, solely for the use of the Service and within the framework of normal use of its features. Clients undertake never to modify the IPR.
The Client does not become the owner or licensee of the intellectual property rights in the Articles.
Any use of the IPR that is not expressly authorised constitutes a breach of copyright and an act of infringement, and may also constitute a breach of third-party rights, either of which may give rise to the civil and/or criminal liability of the person responsible.
Copying, modifying or attempting to discover the source code of the Platform's software is prohibited.
The Publisher warrants that it holds all rights (in particular intellectual property rights) or has obtained all authorisations necessary for the publication of its material.
Article 11. Evidence
In order to facilitate their dealings, the Client agrees that Paper Club's computer systems and files shall be conclusive between them, unless the Client provides contrary evidence of at least equivalent value.
Consequently, the computer files and records stored within the IT systems operated by Paper Club or on its behalf under reasonable conditions of security and reliability may validly be used and produced as evidence of the performance of these T&Cs and, more generally, of any event, communication or dealing occurring between the parties in connection with the Client's use of the Services.
Paper Club may therefore validly produce, in any proceedings, for the purpose of proving any act, fact or omission, the data, files, programs, records or other items received, sent or stored by means of the aforementioned IT systems, on any digital or analogue medium, and rely on them, save in the event of manifest error.
Article 12. Severability
Should any provision of these T&Cs be held illegal or unenforceable by a court decision, the remaining provisions shall remain in force.
Article 13. Governing law. Dispute resolution. Mediation
Each use of the Platform and of the Services is subject to the T&Cs in force on the day of use.
Clients are invited to contact customer support with any complaint relating to the Services offered by Paper Club: support@paper.club
Any dispute that may arise between the parties concerning the formation, performance or interpretation of the T&Cs shall be governed by and construed in accordance with French law and shall fall within the exclusive jurisdiction of the Paris Commercial Court.