Preamble
Freya (trading under the commercial name Paper Club), a French simplified joint-stock company (SAS) with share capital of €1,070, registered with the Paris Trade and Companies Register under number 892 295 072, 15 rue des Halles, 75001 Paris, operates a platform for matchmaking, promoting and selling advertising services in its own name but on behalf of Publishers.
In connection with the use of the Platform, Paper Club acts as an intermediary and markets, in its own name but on behalf of Publishers, the advertising space entrusted to it.
The purpose of these General Terms and Conditions of Service of the Paper Club Platform ("GTCS") is to define the conditions of sale of the Services offered by Paper Club, and they govern the terms and conditions under which Publishers (i) entrust the Platform with the marketing of their services and their space and (ii) use the Platform to enable Paper Club to carry out the online sale of Publications on their behalf.
Definitions
Articles - Means the advertorial articles offered for sale by the Platform. Articles may be written (i) by Publishers or (ii) by Paper Club at the Publisher's request.
GTCS - Means these General Terms and Conditions of Service of the Platform, governing the relationship between the Publisher and the Platform.
Client T&Cs - Means the General Terms and Conditions of Sale and Use of the Platform applicable to Clients.
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 the Client T&Cs.
Order - Means any order for Publication(s) placed by a Client on the Platform.
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.
Publisher Page - Means the virtual space dedicated to the Publisher, on which the Listing for its Site, its editorial offering, the Options it proposes and its publication rules appear. This Page may include images or screenshots of its Site. The Publisher is responsible for the content of its Publisher Page, which it completes entirely independently.
Party / Parties - Means the Platform and/or the Publisher, together or separately.
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 - Means the matchmaking and online sale service for Publications, together with all items made available to Publishers on the Platform.
Site - Means the website owned by the Publisher, on which the Publication purchased by Clients will be published.
Article 1. Paper Club's remit
Paper Club markets the Publications, promotes them, collects Orders, invoices Clients by any means it sees fit, and collects payment from Clients or their intermediaries, on the terms and conditions set out below.
Paper Club markets, in its own name but on behalf of Publishers, the Publications promoted on the Platform. On that basis, Paper Club purchases from the Publisher only those Publications that Clients purchase on the Platform.
Publishers' Publications may be promoted by means of promotional tags: Best deal, On sale, Paper Club offer, and so on. Promotions and featured placements are decided unilaterally by Paper Club.
The Publisher acknowledges that Paper Club is free to set the price of the Publications offered to Clients on its Platform.
Article 2. Publisher registration and access to the Service
2.1. Eligibility
Only professional Publishers whose business is to publish one or more Sites and to sell space on their Sites may register on the Platform, and more specifically: (i) legal entities registered with the Trade and Companies Register for companies domiciled in France, and with any equivalent register for companies domiciled in another jurisdiction; (ii) natural persons having the capacity to sell products or services on a professional basis, registered with the Trade Register (Répertoire des Métiers) or its equivalent depending on the country.
Publishers whose registered office, or all or part of whose business, falls within one or more countries subject to any sanction, restrictive measure, total or partial embargo, or prohibition provided for by law, by a European regulation or by an international decision, the lists of which are published by the French and/or international authorities (in particular the Financial Action Task Force (FATF)) and/or the United Nations (United Nations Security Council resolutions), are not accepted as Publishers on the Platform.
Before registering, Publishers are asked to:
- read these GTCS,
- read the Client T&Cs in order to understand the rights and obligations of Clients.
The person completing the online registration procedure warrants that they are either (i) the legal representative of the Publisher, or (ii) the holder of a delegation or mandate enabling them to register the Publisher on the Platform, or (iii) authorised by the Publisher to do so and to publish on the Site.
In order to prevent any impersonation, the Publisher must prove that it is the owner of the Site or that it is mandated to sell the advertising space.
In the case of an agent or reseller, Paper Club reserves the right to contact the publisher in order to verify the conditions and the payment for the services performed.
The Publisher warrants that it will provide accurate and truthful information at the time of registration, and undertakes, should its information change, to inform Paper Club immediately and to provide it, via the Platform, with the corresponding supporting documents.
2.2. Registration procedure on the Platform
2.2.1. Choice of a username and password
When registering for the Service, the Publisher will set the username and password enabling it to access its space on the Platform.
The Publisher is therefore solely responsible for maintaining the confidentiality of its account and password, and for restricting access to its computer or other equipment. Accordingly, the Publisher acknowledges that it is responsible for all activity originating from its account, in particular in the event of a failure to maintain the confidentiality of its username and password. In the event of any doubt or any confidentiality issue relating to the password, the Publisher undertakes to inform Paper Club immediately.
The Publisher then accepts these GTCS in their entirety by ticking the box provided for that purpose.
Paper Club will send the Publisher a confirmation email.
2.2.2. Information requested and Publisher pricing
The Publisher sets its selling prices to the Platform, per Article and per Option, together with any promotions. The prices indicated by the Publisher are exclusive of VAT. Paper Club is then free to set the selling prices to Clients.
Paper Club reserves the right to approve or refuse any registration request depending on the quality of the Site and the prices sought.
Article 3. Paper Club's obligations
3.1. Sales
Paper Club undertakes to use its best efforts to promote and market the Publisher's space.
To that end, Paper Club will manage the Platform and make available to the Client a secure payment system as well as a personal virtual space enabling the Client to write a brief, choose Options, approve Articles, review past orders and update the information provided at registration.
Paper Club may also promote and sell the Publications by any means, including outside the Platform.
3.2. Availability of the Service
Paper Club undertakes to use all means at its disposal to keep the Platform accessible, except in the event of force majeure or of an event beyond its control (such as breakdowns or disruptions affecting the internet or communications network).
Paper Club reserves the right to interrupt the Service in order to carry out maintenance operations, improve the features of the Service or correct any operating faults.
The Publisher may contact Paper Club's support team directly to report incidents and/or raise questions relating to the Service.
3.3. Payment
Paper Club undertakes to remunerate the Publisher according to the sales made, on the terms set out in Article 6 below.
3.4. Retention of data provided by Publishers
Paper Club undertakes to retain the Publisher's data (accounting documents and supporting records) for 10 years pursuant to Article L123-22 of the French Commercial Code. The Publisher may access this data by writing to support@paper.club. After that period, these items will be deleted.
Article 4. Publisher's obligations relating to sales made on the Platform
4.1. Publication
4.1.1. Compliance with the Client's requirements
The Publisher undertakes to comply with the brief entered by the Client at the time of the Order.
The Publisher undertakes that the Publication will be published on the Site, in accordance with the Option(s) selected by the Client, at the URL determined by the Publisher upon delivery of the order, for the duration indicated by the Publisher at the time of the Order and in any event for a minimum of 12 months.
The Publisher undertakes to offer Paper Club only those Publications that it has the practical capacity to write and publish within the stated timeframes and for the period indicated at the time of the Order.
If for any reason the Publisher does not make the Publication accessible on its Site for at least 12 months, or if it removes the Publication without legitimate justification after that 12-month period, Paper Club shall be entitled to claim a refund corresponding to the Publication in question. This may constitute justifiable grounds for suspending the publisher's account.
The Publisher undertakes to guarantee indexation of the article within the first month of publication.
In all cases, the person who registers a Site is responsible for the conditions they state on the Platform.
4.1.2. The Publisher further warrants:
- that the Publications offered for sale on the Platform are authorised for distance selling and comply with the applicable legal and regulatory requirements;
- that it will not offer for sale any Publications that are prohibited under regulatory or statutory provisions and/or the marketing of which is regulated under statutory, regulatory or contractual provisions;
- that it will not offer for sale any Publications that breach the regulations in force, including but not limited to Articles or information inciting racial hatred or discrimination, Articles or information contrary to public order, or disparaging content, and more generally any unlawful Publications;
- that it is the owner of the information available on its Publisher Page, and holds all rights and authorisations relating to the use of the trade marks, logos and distinctive signs pertaining thereto;
- that the Publications and the distinctive signs under which they are offered, as well as the information published on its Publisher Page, do not infringe the rights of third parties, such as intellectual property rights, and in particular that they do not constitute an infringement of a pre-existing work, design or trade mark and/or in no way constitute acts of unfair competition or free-riding, and it indemnifies Paper Club against any third-party claim in this respect.
4.2. Pre-contractual information provided to Clients by the Publisher
The Publisher populates its space on the Platform and edits its Publisher Page entirely independently. The Publisher is therefore solely responsible for the information accessible to the Client.
Accordingly, the Publisher undertakes that all essential information relating to the Publications, necessary for the Client to make an informed purchase (and in particular all mandatory pre-contractual information), appears on its Publisher Page.
The Publisher also undertakes not to engage in unfair or misleading commercial practices.
4.3. Processing of orders by the Publisher
4.3.1 Acceptance of Orders
Paper Club will inform the Publisher, at the email address provided at registration, of each Order placed by a Client. The information necessary for processing the Order, writing the Article and publishing the Publication will be available on the Platform.
The Publisher will have 5 business days to accept or refuse the Order. After that period, the Client's Order will be automatically refused by Paper Club.
Should 3 orders be automatically refused as a result of the Publisher's failure to respond, its Publisher Page may be suspended by Paper Club, on the terms set out in Article 5.2.
Once the Order has been accepted, the Publisher must record and update on the Platform the processing status of the Order until the order is published for the Client. If, 2 weeks after acceptance, the writing or the publication has not been completed, Paper Club reserves the right to cancel the order.
4.3.2 Writing of Articles
The Publisher chooses either to write the Articles itself or to entrust the writing to Paper Club. In the latter case, the prices sought by the Publisher will take into account the fact that it is not writing the Articles.
Paper Club does not permit publishers to create content generated entirely by AI. If it is established that content has been created solely by means of AI, the publisher must rewrite the content. Otherwise the order will be cancelled and the credit refunded to the client.
4.3.3. Approval of the Article by the Client
The Publisher must make the text of the proposed Article available to the Client via the Platform.
The Client will have 10 business days to accept or refuse the proposed Article.
In the event of refusal, the Client may request amendments. The number of amendments available is stated in the Order.
Should no Article be approved by the Client, Paper Club will attempt to reach an amicable settlement by proposing a fair solution to the parties, and shall be entitled to cancel the Order if no solution is accepted by both parties.
4.4 Publication of the Publications by the Publisher on the Site
The methods and timeframes for publication are determined by the Publisher and must be stated on the Publisher Page. The Publisher is required to ensure the accuracy of this information and to comply with the publication methods stated, as well as with the timeframes indicated to the Client.
From the Client's approval of the Article, the Publisher must put the Publication live within a maximum of 5 business days, unless a later publication date was agreed at the time of the order. The publication timeframe may vary in light of the specific nature of certain Options sold by the Publisher. Where a publication date was agreed at the time of the order, the Publisher may not publish the Article before the agreed date; if the Article is published too early, the Client shall be entitled to request cancellation of the Order.
The Publisher undertakes to provide Paper Club, via the Platform, with all information enabling it to substantiate to its own clients the distribution and audience figures for the Publication.
4.5. Client complaints (Article / Publication / going live)
Paper Club will inform the Publisher of any question or complaint relating to the Publications and to their publication on the Site.
The Publisher must respond to Paper Club within 2 business days and provide a solution to the complaint within a maximum of 5 business days. However, if the Publisher has provided no solution or response to the Client, Paper Club will attempt to reach an amicable settlement by proposing a fair solution to the parties, and may then, subject to informing the Publisher, refund the Client directly.
The amount refunded will be deducted from the sums owed to the Publisher in respect of the sale of Publications on the Platform.
4.6. Compliance with the right to be forgotten
Under personal data protection regulations, a person named in an Article may submit a request to the Publisher for erasure or anonymisation. In such a case, the Publisher undertakes to amend the Publication and to comply with the regulations, by deleting or anonymising the Article.
4.7. Publisher's tax obligations
4.7.1. Collection and payment of VAT by the Publisher
Each Publication will give rise to the issue of an invoice from the Publisher to the Platform. In this respect, the Publisher hereby mandates Paper Club, which accepts, to issue in the Publisher's name and on its behalf the invoices for sales of its Publications to the Platform.
Each invoice will bear the wording "self-billing" and will be deemed tacitly accepted by the Publisher in the absence of any challenge before the sums owed by the Platform to the Publisher under that invoice are collected.
The Publisher remains responsible for determining, calculating and paying the applicable taxes. In such cases Paper Club will act in accordance with the invoicing instructions provided by the Publisher, and Paper Club may not be held liable in the event of any error, failure or other irregularity relating to the applicable taxes.
The Publisher is also responsible, vis-à-vis the appropriate tax authorities, for invoicing, withholding where applicable, declaring and paying any tax applicable to the sale of its products or services to Paper Club.
Paper Club reserves the right to request from the Publisher, at any time, the provision of any legal document evidencing the Publisher's status as a taxable person (company registration extract, etc.) and its compliance with the applicable tax regulations, and with VAT regulations in particular.
4.7.2. Other obligations
The Publisher is solely responsible for fulfilling the reporting obligations connected with the provision of its services (VAT returns, European Services Sales Lists or any other mandatory returns).
4.8. Miscellaneous obligations of Publishers
The Publisher undertakes to:
- not to correspond with the Client other than through the Platform;
- to conduct all its dealings with the client in French or, in the case of sales outside France, in the language required where applicable by the applicable legislation, and to draft all information it publishes on the Platform, whether relating to the Publications, the Publisher Page or otherwise, in French and, in the case of sales outside France, in the language required where applicable by the applicable legislation;
- not to disrupt or attempt to disrupt the proper functioning of the Platform or the activities taking place on it;
- not to use any bot or other automated process to access the Platform for any purpose whatsoever, nor to circumvent the measures used to prevent or restrict access to the Platform;
- not to publish false, inaccurate, misleading or defamatory content;
- not to use Clients' email addresses, and still less to distribute or send unsolicited emails or advertising;
- not to introduce viruses or other technologies liable to harm the Platform, or the interests or property of users of the Platform;
- not to attempt to redirect the Client to its own website or to any other third-party site, including when responding to Client complaints;
- not to damage the reputation of the Platform in any way whatsoever, in particular through false, offensive, defamatory or slanderous statements about the Platform, on any medium or by any means (social media, dealings with clients, etc.);
- not to provide inaccurate or incomplete information at the time of registration or subsequently, including but not limited to: false identity of the Publisher, false information about its company, or any other misinformation or omission.
4.9. Non-competition
The Publisher is expressly prohibited from entering into commercial agreements with Clients outside the Platform. Should the Publisher attempt to market one of its spaces directly to a Client with whom it has been in contact through the Platform, Paper Club will invoice the Publisher a penalty equal to 70% of the sum it has wrongfully received, and will cease all dealings with the Client. This non-competition obligation applies for 2 years from the end of the Publisher's use of the Service.
Article 5. Term and Suspension
5.1 Term
These GTCS are entered into for an indefinite term, with effect from their acceptance by the Publisher.
5.2. Suspension of access to the Service
Access to the Service may be temporarily suspended, in particular in the following circumstances:
- Repeated failures by the Publisher to meet its obligations;
- 3 consecutive automatic cancellations of orders placed by Clients;
- 3 Client complaints over a rolling 1-year period;
- Provision of false or inaccurate information at registration, or failure to notify an update to that information and to provide any related supporting document;
- Provision of false or inaccurate information when adding a Site.
The Platform will notify the Publisher of the suspension decision in writing at least 48 hours before the effective date of suspension, except in cases of serious misconduct or where the Platform is subject to legal or regulatory obligations, and will set out on a reasoned basis the alleged breaches together with the facts or circumstances that led to the decision. The account will remain suspended until the causes giving rise to the suspension have been remedied by the Publisher, written evidence has been provided to the Platform, or the Publisher's response leads Paper Club to reverse its suspension decision.
This suspension in no way releases the Publisher from its obligation to perform all of its obligations in respect of Orders placed before the suspension.
Article 6. Financial terms
6.1. Sums owed to the Publisher
The Publisher may review the sums owed to it by Paper Club by consulting its virtual space on the Platform.
The date on which sums are collected by the Publisher corresponds to the date of publication of the Article followed by the Protection Period. In the event of a delay or incident in publication, the transfer of the sum owed in respect of that Order will be suspended until the publication has been fully completed.
Payments will be made at the Publisher's request from the Platform (see Article 6.2).
6.2 Payment request by the Publisher
The Publisher may submit a payment request from its virtual space on the Platform.
The Publisher undertakes to provide via the Platform all required information and supporting documents, in particular a company registration extract or equivalent document. Paper Club further reserves the right to examine these items and, where applicable, to request additional information from the Publisher.
6.3 Payment arrangements
Paper Club uses the Tipalti payment solution to pay sums to the Publisher. The Publisher agrees to create a supplier account on the Tipalti space dedicated to Paper Club, to complete the information requested there and to select a payment method for receiving sums.
Should the Publisher have entered incorrect bank details in its Tipalti virtual space, it may not hold the Platform or Tipalti liable for non-payment of its sales proceeds.
Article 7. Termination
7.1. Termination arrangements
These GTCS may be terminated at any time by either Party, by registered letter with acknowledgement of receipt, subject to one month's notice.
Paper Club may also terminate the Service in the event of a breach of these GTCS, after sending a formal notice setting out on a reasoned basis the alleged breaches and the obligations said to have been infringed, and requiring the Publisher to remedy them. If that formal notice remains without effect after 30 days, Paper Club may terminate access to the Service automatically. During that 30-day period, the Publisher also has the opportunity to clarify the facts and provide its explanations.
The 30-day period does not apply where termination is due to a legal or regulatory obligation or where the Publisher has breached the GTCS.
It is specified that suspension of the Publisher's account, in the event of a failure by the Publisher to meet its obligations, is not a mandatory prerequisite to termination of the GTCS by Paper Club.
The Publisher may lodge a complaint against such termination by contacting the Platform.
However, in the event of a serious breach by the Publisher of its obligations (for example: resale of unlawful products, breach of product safety obligations, etc.), Paper Club may terminate without notice.
In all cases, such termination does not release the Publisher from fulfilling the obligations it has entered into up to the effective date of termination.
7.2 Consequences of termination
It is the Publisher's responsibility to archive its data held in its virtual space, the Platform having no archiving obligation or responsibility on the Publisher's behalf.
Once the processing of orders in progress at the date of termination of the Services has been completed and all complaints relating to orders placed on the Platform have been resolved, the Publisher will lose its status as a Publisher and, consequently, the sale of its Publications will cease immediately.
In all cases of closure of a Publisher account, and whichever party initiated it, the Publisher is required to complete the performance of any Client order in progress at the date of closure, and to fulfil its related publication obligations, in particular keeping the publication live on its Site and properly handling complaints through to their resolution.
Article 8. Evidence
In order to facilitate their dealings, the Publisher agrees that Paper Club's computer systems and files shall be conclusive between them, unless the Publisher 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 GTCS and, more generally, of any event, communication or dealing occurring between the Parties in connection with the Publisher's use of the Service.
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 9. Intellectual Property
9.1. Paper Club's intellectual property rights
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 Publishers free of charge, solely for the use of the Service and within the framework of normal use of its features. Publishers undertake never to modify the IPR.
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.
9.2. The Publisher's intellectual property rights
The Publisher authorises Paper Club to use and reproduce on the Platform the items inserted in its virtual space on the Platform and intended to be visible on its Publisher Page or elsewhere on the Platform, solely and exclusively for the purpose of performing the Service.
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 10. Personal data
10.1 Personal data of the Parties
In connection with the Service, each Party will collect from the other Party personal contact data relating to their respective personnel (namely surname, first name, email address, business telephone number(s), and title or role held within the organisation). This data is processed in order to administer the Platform and provide the Services to Publishers. In connection with this processing, each Party is designated as the controller of the other Party's data collected and used in connection with the Service, and undertakes to process that personal data in accordance with the applicable regulations (European Regulation No. 2016/679 and French Law No. 78-17 of 6 January 1978, known as the "Data Protection Act", as amended).
The Publisher's personnel, or the Publisher itself where it is a sole trader, has 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.
10.2 Client’s personal data
Paper Club is the controller for all Client personal data collected via the Platform.
The Publisher is the recipient of the data and, upon receipt, becomes the controller of the Clients' personal data transmitted by Paper Club that is necessary for performing orders and publishing the Publications.
It is recalled that this personal data must not be used by the Publisher for any purpose other than the performance of Orders (including the handling of complaints) or the publication of the Publications. The Publisher is prohibited from using the data for marketing purposes.
More generally, Paper Club and the Publisher undertake to comply with their personal data protection obligations arising under the applicable regulations. Each undertakes to protect the personal data received from the other against any unauthorised access by its own employees or by third parties, and to take all necessary measures to preserve and enforce the integrity and confidentiality of that data.
Article 11. Confidentiality
Each Party expressly and unconditionally undertakes to protect and not to disclose the confidential information that it has received and/or will receive from the other Party, or of which it has become and/or will become aware in connection with the performance of the Services.
The following are not regarded as confidential information: (i) information and documents transmitted and exchanged between the Parties that are public in nature and/or intended for the public; (ii) information and documents transmitted to the receiving Party in respect of which the disclosing Party has expressly indicated in advance to the receiving Party, in writing, that they are not confidential; and, cumulatively, (iii) information and documents that were already in the public domain when transmitted and exchanged between the Parties, or that subsequently enter it without the disclosing Party concerned being responsible for such public disclosure.
Each Party accordingly undertakes, both on its own behalf and on behalf of its employees, agents, subcontractors and advisers, for whom it acts as guarantor, not to use the confidential information for personal purposes and/or outside the performance of the Services.
The receiving Party is authorised to disclose Confidential Information: (i) to its insurers or legal advisers, or (ii) strictly to any competent court or governmental or regulatory authority requesting it on a legal basis, provided that prior written notice has been given to the other Party within two (2) business days of the request.
Nothing in these GTCS shall be construed as preventing Paper Club from sharing all or part of the information relating to the Services, where applicable, with a company within its Group.
The obligations set out under this article will remain applicable until the end of performance of the Services and for a period of five years after their expiry or termination, or any longer period as required by law.
Article 12. Liability
12.1. Paper Club's liability
As Paper Club's activity is limited to marketing the Publications on the Platform, Paper Club is not required to exercise any control over the quality, safety or lawfulness of the Articles and Publications, nor over the truthfulness or accuracy of the information appearing on the Publisher Page.
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 Publisher is invited to report to Paper Club without delay any difficulty encountered in the course of using the Service.
Paper Club may not be held liable where its failure to perform or improper performance of its obligations is attributable either to the conduct of the Publisher or of a Client, 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, and loss of internet connectivity caused by public or private operators. 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 GTCS, Paper Club may be held liable only for compensation of direct, actual, foreseeable and certain loss suffered by the Publisher, provided that the Publisher proves that Paper Club's contractual fault is the direct cause of its loss.
The Publisher 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 and/or margin, loss of 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 sold during the two (2) months preceding the incident.
12.2 Publisher’s liability
In its capacity as publisher of the Sites and of the Publications, the Publisher is solely responsible for damage relating to its Articles, Sites and Publications, or arising from the information appearing on its Publisher Page.
The Publisher will handle Client complaints relating to its Publisher Page, to the Publications and to their publication, and Paper Club may not be held liable. The Publisher will therefore indemnify and hold Paper Club harmless against any loss or action brought by a third party relating to the publication of the Publications or to the information appearing on its Publisher Page.
Article 13. Ethics
The Parties have each agreed to comply with the following three fundamental principles of the ILO (International Labour Organization - http://www.ilo.org/global/standards/lang--en/index.htm):
Not to use, nor to permit its own suppliers and subcontractors to use, child labour (under 15 years of age) or forced labour;
To provide its personnel with healthy and safe working conditions and environment, with respect for individual and collective freedoms;
To promote non-discrimination (sex, race, religion or political affiliation) in recruitment and personnel management.
The Parties further undertake to comply with the laws and regulations in force prohibiting corruption.
The Publisher declares, warrants and undertakes that its directors and employees will not commit any act of corruption towards any director, employee, partner, agent or subcontractor of the Platform, or any other third party acting on its behalf.
Article 14. Insurance
The Publisher declares that it is insured with a well-known and solvent insurance company in respect of the consequences of any actions for which it could be held liable as a result of the sale of Publications on the Platform. The Publisher undertakes to keep that insurance in force throughout the term of its adherence to these GTCS.
Article 15. Miscellaneous provisions
Paper Club reserves the right, at any time, to modify or discontinue the accessibility of all or part of the Service and/or the Platform.
The fact that Paper Club does not, at any given time, rely on any provision of these GTCS may not be construed as a waiver of its right to rely subsequently on any such provision.
Paper Club reserves the right to modify all or part of the GTCS at any time. Use of the Platform by Publishers after such notification constitutes their acceptance of the amendments made to the GTCS.
Should any part of the GTCS prove to be illegal, invalid or unenforceable for any reason whatsoever, the provisions in question will be deemed not to have been written, without affecting the validity of the other provisions, which will continue to apply between Publishers and Paper Club.
Article 16. Governing law - Handling of disputes
In the event of a complaint relating to the Services or to their suspension or termination, the Publisher may lodge a complaint by writing to support@paper.club. Paper Club will handle the Publisher's request as promptly as possible and will endeavour to resolve the Publisher's issue appropriately.
Any dispute that may arise between the parties concerning the formation, performance or interpretation of the GTCS shall be governed by and construed in accordance with French law and shall fall within the exclusive jurisdiction of the Paris Commercial Court.