GENERAL TERMS OF SERVICE APPLICABLE TO THE PUBLISHERS
GENERAL TERMS OF SERVICE APPLICABLE TO THE PUBLISHERS
USING THE PAPER.CLUB PLATFORM
The FREYA company (operating under the trade name PAPER CLUB), a SASU with a capital of 1,000 euros, registered with the Paris Trade and Companies Register under no. 892 295 072, 15 RUE DES HALLES in PARIS (75001), publishes a platform for connecting, promoting, and for selling advertising services in its own name, but on behalf of Publishers.
In the context of the use of the Platform, PAPER CLUB acts as an intermediary and markets the advertising spaces it is entrusted with in its own name, but on behalf of the Publishers.
The purpose of these General Terms and Conditions of Service of the PAPER CLUB Platform (“GTCS”) is to define the terms and conditions of sale of the Services offered by PAPER CLUB and to govern the terms and conditions under which Publishers entrust the Platform with the marketing of their services and spaces and (ii) use the Platform to enable PAPER CLUB to carry out the sale of the online Publications on their behalf.
Articles: refers to the promotional and editorial articles offered for sale on the Platform. The Articles may be written (i) by the Publishers or (ii) at the Publisher’s request by PAPER CLUB.
GTCS: refers to these General Terms and Conditions of Use of the Platform Service and constitutes the contract between the Publisher and the Platform.
GTC: refers to the Platform’s General Terms and Conditions of Sale applicable to Clients.
Client(s): refers to professional or private advertiser(s) with a business activity, or agencies, who purchase Publications on the Platform. Clients may be based abroad.
Order: refers to any order for Publication(s) placed by a Customer on the Platform.
Protection period: refers to the time required for PAPER CLUB to make sure that the Publisher has carried out the Order correctly. This period shall be a maximum of 45 days from the time the Publication is posted online on the Publisher’s Site. No payment to the Publisher shall be made during this period.
Publisher: refers to any publisher of website(s), registered on the Platform, wishing to have their advertising space marketed on the Platform, having accepted the GTCS and wishing to benefit from the Secure Wallet Service.
Description Sheet: refers to the description of the Site and the Publication for sale, visible to Clients, specifying the price set by PAPER CLUB, and summarising all the information relating to the Publisher, on which appears the name of the media, the editorial offer, the Options the Publisher offers and their publishing rules, the Trust Flow (TF) information, Domain Rating (DR), the number of visits per month, etc. This sheet may include images or screenshots of the Website and allows the Client to make an informed choice.
MANGOPAY: refers to the payment service provider mandated by PAPER CLUB to (i) collect the amount charged for the Order on a dedicated escrow account, (ii) pay the sum owed to the Publisher.
Options: refers to the options offered by the Publisher, such as posting on the Homepage, an image, an additional link to a website selected by the Client, a target keyword, a relay on a social network, a relay in a newsletter…
Platform: refers to the platform for the online sale of PAPER CLUB’s publications www.paper.club .
Publisher Page: refers to the virtual space dedicated to the Publisher, on which appears the Descriptive Sheet of their Website, their editorial offer, the Options they offer, and their publishing rules. This Page may include images or screenshots from their Website. The Publisher is responsible for the content of their Publisher Page, since it is derived from their Publisher Control Panel, which they complete independently.
Party(ies): refers, together or separately, to the Platform and/or the Publisher.
Wallet: refers to a sub-account at MANGOPAY that functions as an escrow account.
Publication(s): refers to 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 Website.
Service: refers to the service dedicated to the sale of Publications, the provision of a Control Panel to Publishers, a Publisher Page, and a Wallet.
Website: refers to the website owned by the Publisher, where the Publication purchased by Clients will be published.
Publisher’s Control Panel: refers to the Publisher’s personal virtual space which allows them to access the Service, and on which they can, for instance, access their profile, add one or more of their Websites, describe them, manage their alerts/notifications, indicate their writing deadlines, their rates, the Options they offer, manage their Orders, manage their Wallet, request payments, view briefs, their performances, peruse past orders, or update the information provided at the time of their registration.
Article 1. PAPER CLUB’s Missions
- Conditional sales
PAPER CLUB shall market and promote the Publications, collect Orders, invoice Clients by any means it deems appropriate, and collect the corresponding amount from Clients or their intermediaries under the terms and conditions set out below.
PAPER CLUB markets the Publications displayed on the Platform in its own name, but on behalf of the Publishers. In this respect, PAPER CLUB only buys from the Publisher the Publications that the Clients purchase on the Platform.
The Publishers’ Publications may be promoted by means of promotional tags:
- Best deal
- On sale
- PAPER CLUB offer
Promotions or special offers 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.
- Provision of the Service
After validation of their registration, as set out in Article 2, PAPER CLUB provides Publishers with a Control Panel and a Publisher Page.
The Service also includes the provision of a secure payment Service in the form of the “Wallet”.
The use of said services by Publishers is free of charge.
Article 2. Registration and Access to the Service by the Publishers
Only professional Publishers whose activity is to publish one or more Websites and to sell space on their Websites may register on the Platform. More specifically, they must be: (i) legal entities registered with the Trade and Companies Register (RCS) for companies domiciled in French territory and with any equivalent register for companies domiciled in another territory, (ii) natural persons with the capacity to sell products or services on a professional basis, registered with the Répertoires des Métiers or equivalent depending on the country.
Publishers whose head office, or all or part of their activity, is located in one or more countries subject to any sanction, restrictive measure, total or partial embargo, or prohibition provided for by law, European regulation or international decision, the lists of which are communicated 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 a Publisher on the Platform.
Before registering, Publishers are requested to:
– to take note of these GTCS,
– to take note of the Client GTC in order to know the rights and obligations of the Clients,
The person completing the online registration process warrants that they are either (i) the legal representative of the Publisher, or (ii) have been delegated or empowered to register the Publisher on the Platform, or (iii) have the Publisher’s permission to do so and to publish on the Website.
In order to avoid any usurpation, the Publisher must prove that they are the owner or manager of the Website.
The Publisher guarantees to provide accurate and truthful information at the time of registration and undertakes to inform PAPER CLUB immediately in the event of any changes to this information and to provide the corresponding supporting documents via their Control Panel.
2.2. Platform Registration Procedure
2.1.1. Selection of a Username and Password –
When registering for the Service, the Publisher will define their username and password, enabling them to access their Publisher Control Panel.
The Publisher is thus solely responsible for maintaining the confidentiality of their account and password, and for restricting access to their computer or other equipment. In this regard, the Publisher acknowledges that they are responsible for all activities that occur under their account, including any failure to maintain the confidentiality of their username and password. In the event of any doubts or confidentiality issues 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 to this effect.
PAPER CLUB shall send the Publisher a confirmation email containing a link to these GTCS.
2.1.2. Information Requested and the Publisher’s rates
184.108.40.206. From their Control Panel, the Publisher must add one or more Websites to their account by entering all the corresponding information: url, name of the website, logo, country, and language. They then provide a description of the Website and its themes. Finally, the Publisher enters their publication rules, the number of possible links and their tag (dofollow, nofollow etc…), and the constraints associated with their Website(s) as well as the deadline for writing and the number of words included.
The Publisher also defines in their Control Panel their desired selling prices to the Platform, per Article and per Option, as well as any promotions.
The prices indicated by the Publisher are exclusive of VAT.
PAPER CLUB reserves the right to approve or reject any registration request based on the quality of the Website and on the desired prices.
Any change to the prices must be agreed between the Parties.
It should be noted that registration on the Platform is also subject to the Publisher’s acceptance of these GTCS.
On the other hand, each Publisher may list several of their Websites, which will obviously be checked by PAPER CLUB.
220.127.116.11. The Publisher’s Control Panel also includes administrative and financial documents that the Publisher undertakes to complete. These documents are necessary for the creation of the Publisher’s Wallet by MANGOPAY. No payment to the Publisher shall be made until these documents have been completed by the Publisher and validated by MANGOPAY.
Article 3. PAPER CLUB’s Obligations
PAPER CLUB undertakes to use its best efforts to promote and market the Publisher’s spaces.
To this end, PAPER CLUB shall operate the Platform and provide Clients with a secure payment system as well as a personal virtual space enabling them to draw up a brief, to select Options, to validate Articles, to review past orders, or to update the information provided during 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 do its utmost to make the Platform, the Control Panel, and the Publisher Page accessible 24 hours a day, 7 days a week, except in the event of force majeure or events beyond its control (such as breakdowns or disruptions affecting the Internet or communication network).
PAPER CLUB reserves the right to interrupt the Service in order to carry out maintenance operations, improve the functionality of the Service, or to correct any operating anomalies.
The Publisher may contact PAPER CLUB’s support service directly to report incidents and/or questions regarding the Service.
PAPER CLUB undertakes to compensate the Publisher on the basis of the sales made in accordance with Article 6 below.
3.4. Storage of the data transmitted by Publishers
PAPER CLUB undertakes to keep the Publisher’s data (accounting documents and supporting documents) for a period of 10 years in accordance with Article L123-22 of the French Commercial Code. The Publisher may have access to this data by writing to email@example.com After this period, these elements will be deleted.
Article 4. Obligations of the Publisher in Relation to Sales Made on the Platform
4.1.1. Compliance with the Client’s requests
The Publisher undertakes to respect the brief entered by the Client at the time of the Order.
The Publisher undertakes to publish the Publication on the Website according to the Option(s) selected by the Client under the url determined by the Publisher at the time of delivery of the order, for the duration indicated by the Publisher at the time of the Order, but in any event for a minimum period of 36 months.
The Publisher undertakes to offer PAPER CLUB only Publications which they have the material ability to write and publish within the announced period and for this unlimited period.
If, for any reason whatsoever, the Publisher does not allow access to the Publication on their Website for at least 36 months, or if they delete it without legitimate justification after this period of 36 months, PAPER CLUB shall be entitled to request reimbursement for the Publication in question.
4.1.2. The Publisher also guarantees:
- that the Publications offered for sale on the Platform are authorised for distance selling and that they comply with the applicable legal and regulatory requirements;
- that they will not offer for sale Publications which are prohibited by virtue of regulatory or legal provisions and/or the marketing of which is regulated by virtue of legislative, regulatory or contractual provisions;
- that they will not offer for sale Publications (or release information on their Publisher Page) which contravene the regulations in force, and in particular, without this list being exhaustive, Articles/information inciting racial hatred or discrimination, Articles/information contrary to public order, or denigrating and more generally illicit Publications.
- that they are the owner of the information available on their Publisher Page, and hold all rights and authorisations relating to the use of trademarks, logos and distinctive signs relating to the latter;
- that the Publications and the distinctive signs under which they are offered as well as the information released on their 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 work, a design or a pre-existing brand and/or that they do not in any way constitute acts of unfair competition or parasitism, and guarantees PAPER CLUB against any recourse by third parties in this respect.
4.2. Pre-contractual information of Clients by the Publisher
4.2.1 The Publisher maintains their Control Panel and publishes their Publisher Page independently. Thus, the Publisher is solely responsible for the information accessible to the Client.
In this respect, the Publisher undertakes to ensure 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 their Publisher Page.
The Publisher is solely responsible for the accuracy and completeness of the information contained on their Publisher Page.
4.2.2. The Publisher also undertakes not to engage in unfair or deceptive commercial practices.
4.3. Processing of orders by the Publisher
4.3.1 Acceptance of Orders
The Publisher shall be informed by PAPER CLUB, via the email address provided at the time of registration, of every Order placed by a Client. The information required to process the Order and to draft the Article and post the Publication shall be present in the Publisher’s Control Panel.
The Publisher shall have 5 working days to accept or refuse the Order. After this period, the Client’s Order shall be automatically rejected by PAPER CLUB.
In the event that 3 orders are automatically rejected due to the Publisher’s failure to respond, the Publisher’s Page may be suspended by PAPER CLUB under the conditions set out in Article 5.2.
Once the Order has been accepted, the Publisher shall indicate and update the Order processing status until the Order is published for the Client.
4.3.2 Writing of the articles
The Publisher may choose to write the Articles themselves or to have PAPER CLUB write them.
In this case, the Publisher’s desired prices shall take into account the fact that they are not writing the Articles.
4.3.3. Approval of the Article by the Client
The Publisher shall make available to the Client, via the Platform, the text of the proposed Article.
The Client will have 10 working days to accept or refuse the proposed Article.
In case of refusal, the Client may request modifications. The number of possible modifications is indicated in the Order.
In the event that the Client does not approve any item: PAPER CLUB shall attempt to find an amicable solution by proposing an equitable solution to the parties and shall be entitled to cancel the Order if no solution is accepted by both parties. If the Publisher or the Client so requests, the Platform shall re-credit the Client accordingly.
4.4 Uploading of the Publications by the Publisher on the Website
The publication methods and deadlines are defined by the Publisher and must be entered on the Publisher Page. The Publisher is responsible for ensuring the accuracy of this information and for respecting the publication methods and deadlines indicated to the Client.
As of the validation of the Article by the Client, the Publisher shall put the Publication online within a maximum of 5 working days. This period may vary due to the specificity of certain Options sold by the Publisher.
The Publisher undertakes to provide PAPER CLUB, via the Platform, with all information enabling it to justify to its customers the release and audience of the Publication.
4.5. Customer disputes (Article/Publication/uploading)
PAPER CLUB shall inform the Publisher of any questions or complaints relating to the Publications and their uploading on the Website.
The Publisher shall respond to PAPER CLUB within 24 hours and resolve the dispute within a maximum of 5 working days.
After this period, and if the Client’s request is legitimate, the Platform will follow up with the Publisher on the solution to the said dispute.
However, if no solution has been provided to the Client by the Publisher within 5 working days of the above-mentioned reminder, PAPER CLUB shall attempt to find an amicable solution by proposing an equitable solution to the parties and may then, provided it informs the Publisher, proceed directly to refund the Client.
The amount refunded will be deducted from the amounts owed to the Publisher for the sale of the Publications on the Platform.
4.6. Respect for the right to be forgotten
Within the framework of the regulations related to the protection of personal data, it is possible that a person mentioned in an Article formulates to the Publisher a request for the right to erasure or anonymisation. In such a case, the Publisher undertakes to modify the Publication and to comply with the regulations by deleting or anonymising the Article.
4.7. Tax obligations of the Publisher
4.7.1. Collection and payment of VAT by the Publisher
Each Publication shall give rise to the issue of an invoice by the Publisher to the Platform.
In this respect, the Publisher hereby mandates PAPER CLUB to issue invoices for the sale of their Publications to the Platform in their name and on their behalf.
Each invoice shall bear the mention “self-billing” and shall be deemed tacitly accepted by the Publisher if it is not contested prior to the collection of the sums owed by the Platform to the Publisher under this invoice.
The invoice shall be sent to the Publisher by PAPER CLUB via email.
The Publisher shall remain responsible for determining, calculating, and paying the applicable taxes. PAPER CLUB shall act in accordance with the invoicing instructions provided by the Publisher in this case, without PAPER CLUB being liable for any errors, omissions, or other irregularities in connection with the applicable taxes.
The Publisher is also responsible to the appropriate tax authorities for invoicing, withholding where applicable, declaring, and paying any applicable taxes on the sale of their products or services to PAPER CLUB.
PAPER CLUB reserves the right to request, at any time, that the Publisher provide any legal document proving the Publisher’s status as a taxable person (Kbis extract, etc.) and compliance with the applicable tax regulations, in particular with regard to VAT. –
4.7.2. Other obligations
The Publisher is solely responsible for fulfilling the declarative obligations related to the performance of their services (VAT declarations, exchange of services declaration or any other compulsory declarations).
4.8. Other obligations of the Publishers
The Publisher undertakes to:
• not to correspond with the Client other than through the Platform;
- to carry out all its exchanges with the Client in French or, in the case of sales outside France, in the language imposed by the applicable legislation, if any, and to write all the information they publish on the Platform, whether it concerns the Publications, the Publisher Page, etc., in French or, in the case of sales outside France, in the language imposed by the applicable legislation, if any;
• not to disrupt or attempt to disrupt the proper functioning of the Platform or the activities taking place on it;
• not to use any robots or other automatic processes to access the Platform for any purpose whatsoever, or to circumvent any measures used to prevent or restrict access to the Platform;
• not to publish false, erroneous, misleading or defamatory content;
• not to use the Clients’ email and certainly not to distribute or publish unsolicited email/advertisements;
• not to introduce viruses or other technologies that may harm the Platform or the interests or property of users of the Platform;
• not to attempt to refer the Client to their website or any other third party website, including for the purpose of responding to Client complaints;
• not to damage the image of the Platform in any way whatsoever, in particular by making false, offensive, defamatory, or slanderous statements about the Platform, on any medium or by any means (social networks, exchanges 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 their company, or any other information or omission.
The Publisher is expressly prohibited from entering commercial agreements with Clients outside the Platform. In the event that the Publisher attempts to market one of their spaces directly to a Client with whom they have been able to establish a relationship via the Platform, PAPER CLUB shall charge the Publisher a penalty equal to 70% of the amount they have received in an unfair manner and shall cease all relations with the Client. This non-competition obligation shall apply for a period of 2 years from the end of the Publisher’s Use of the Service.
Article 5. Duration and Suspension
These GTCS are valid, as from their acceptance by the Publisher, for an indefinite duration.
5.2. Suspension of Access to the Service
Access to the Service may be temporarily suspended, particularly in the following cases:
- Repeated failure of the Publisher to fulfil their obligations;
- 3 consecutive automatic cancellations of orders placed by Clients;
- 3 Customer complaints within a rolling 1-year period;
- Providing false or erroneous information at the time of registration or failing to notify an update of such information and to provide any supporting documentation.
The Platform will notify the Publisher of the decision to suspend their access in writing, at least 48 hours before the effective date of suspension, except in the case of serious misconduct, or legal or regulatory obligations of the Platform, and will indicate to the Publisher, in a reasoned manner, the grievances against them as well as the facts or circumstances that led to this decision. The account will be suspended until the causes that led to the suspension have been resolved by the Publisher, written proof has been sent to the Platform, or the response provided by the Publisher leads PAPER CLUB to reverse its decision to suspend the account.
Such suspension shall in no way release the Publisher from their obligation to perform all of their obligations with regard to the Orders placed prior to said suspension.
Article 6. Financial Conditions
6.1. Amounts owed to the Publisher
Each month PAPER CLUB shall draw up a statement of the advertisements invoiced to the Clients in the previous month.
The Publisher shall be able to view this at any time through their Publisher’s Control Panel, which shall also specify the amount owed to the Publisher in accordance with the rates agreed between the Parties.
As soon as PAPER CLUB verifies that the Publication has been uploaded, the amount owed to the Publisher shall be transferred to their Wallet.
In the event of a delay or incident in the publication, the transfer of the amount owed for this Order to the Publisher’s Wallet shall be suspended until the publication has been completed perfectly.
Payments shall be made at the Publisher’s request from the Platform (see article 6.2).
It is specified that the date deemed to be the date of collection of the sums by the Publisher corresponds to the date of availability of the amount due, i.e. the expiry date of the Protection Period.
6.2 Request for Payment by the Publisher
The Publisher can make a payment request from their Control Panel.
At the latest at the time of the first payment request, MANGOPAY requests a certain amount of information. Thus, the Publisher undertakes to provide, via the Platform, all the information and supporting documents required, in particular a Kbis extract, a copy of the manager’s identity document, and the bank details of a banking institution with sufficient guarantees located in one of the countries included in the Single Euro Payments Area (“SEPA”) and having the legal entity registered on the Platform as its account holder. The latter will be subject to control and validation by MANGOPAY. PAPER CLUB also reserves the right to examine these elements and, if necessary, to request additional information from the Publisher.
PAYMENT REQUESTS FOR THE BENEFIT OF THE PUBLISHER CAN ONLY BE ACCEPTED BY PAPER CLUB AFTER THE EXPIRY OF THE PROTECTION PERIOD, WHICH THE PUBLISHER EXPRESSLY ACCEPTS.
6.3 Terms of Payment
Payment of the sums owed to the Publisher shall be made by bank transfer, in euros, to a bank account in the name of the Publisher, within 10 working days of the request for payment.
In the event that the Publisher has indicated incorrect bank details in their Publisher Control Panel, they may not hold the Platform liable for non-payment of the proceeds of their sales.
In accordance with the legal provisions in force, in the event of late payment, late payment interest shall be due by operation of law on the due date of the invoice, at a rate equal to three (3) times the legal interest rate, as well as a fixed compensation of forty (40) euros for collection costs.
Article 7. Termination
7.1. Terms and Conditions for Termination
These GTCS may be revoked at any time by either Party by means of a registered letter with confirmation of receipt, subject to a notice period of 2 months.
PAPER CLUB may also terminate the Service in the event of a breach of these GTCS after sending a formal notice setting out the alleged grievances and the obligations which are alleged to have been breached and requesting rectification. If this formal notice remains unsuccessful after 30 days, PAPER CLUB may terminate access to the Service as of right. During this 30-day period, the Publisher shall also have the opportunity to clarify the facts and provide their own explanations.
The 30-day period does not apply if the termination is due to a legal or regulatory obligation or if the Publisher has repeatedly violated the GTCS.
It is hereby clarified that the suspension of the Publisher’s account in the event of the Publisher’s failure to fulfil their obligations is not a prerequisite for PAPER CLUB to terminate the GTCS.
The Publisher may submit a claim against such termination by contacting the Platform.
However, in the event of a serious breach (e.g. resale of illegal products, breach of the product safety obligation, etc.) by the Publisher of their obligations, PAPER CLUB may terminate the contract without notice.
In any case, this termination does not exempt the Publisher from fulfilling the obligations they have entered until the effective date of the termination.
7.2 Consequences of termination
It is the Publisher’s responsibility to archive their data available in their Publisher Control Panel, as the Platform has no obligation or responsibility to archive on behalf of the Publisher.
When the processing of orders in progress at the date of termination of the Services is completed and all claims relating to orders placed on the Platform are resolved, the Publisher shall lose their status as Publisher and, as a result, the sale of Publications shall be stopped immediately.
IN ALL CASES INVOLVING THE CLOSURE OF A PUBLISHER’S ACCOUNT, AND REGARDLESS OF WHICH PARTY INITIATES THE CLOSURE, THE PUBLISHER IS OBLIGED TO COMPLETE THE FULFILMENT OF ANY CLIENT ORDER PENDING AT THE DATE OF CLOSURE AND TO FULFIL THEIR PUBLICATION OBLIGATIONS, INCLUDING MAINTAINING THE PUBLICATION ON THEIR WEBSITE AND PROPERLY HANDLING COMPLAINTS UNTIL THEY ARE RESOLVED.
Article 8. Proof
In order to facilitate exchanges, the Publisher accepts that PAPER CLUB’s computer systems and files shall be deemed to be proof between themselves unless PAPER CLUB provides evidence to the contrary of at least equal value.
Consequently, the computer files and registers stored in the computer systems operated by PAPER CLUB or on its behalf under reasonable conditions of security and reliability may be validly used and produced as proof of the performance of these GTCS and, more generally, of any event, communication, or relationship between the Parties in connection with the use of the Service by the Publisher.
Thus, PAPER CLUB may validly produce in any proceedings, for the purposes of proof of any act, fact or omission, the data, files, programmes, recordings, or other elements, received, issued, or stored by means of the aforementioned computer systems, on any digital or analogue media, and take advantage of them, except in the case of obvious error. —
Article 9. Intellectual Property
9.1. PAPER CLUB’ Intellectual property rights
With the exception of elements belonging to the Publisher, all intellectual property rights (such as copyright, trademark rights, database producers’ rights) relating to both the structure and content of the Platform, and in particular logos, trademarks, graphic elements, text, visuals, tools, software, documents, data, etc. (hereinafter referred to as “IPR”) are the property of PAPER CLUB.
These IPR are made available to the Publishers, free of charge, for the sole purpose of using the Service and in the context of normal use of its features. The Publishers undertake never to modify the IPR.
Any use of the IPR that is not expressly authorised shall constitute an infringement of copyright and may also constitute an infringement of the rights of third parties, both of which may give rise to civil and/or criminal liability on the part of the author.
It is forbidden to copy, modify, or attempt to find the source code of the Platform’s software.
9.2. Publisher’s Intellectual property rights
The Publisher authorises PAPER CLUB to use and reproduce on the Platform the elements inserted in their Control Panel and intended to be visible on their Publisher Page or elsewhere on the Platform, solely for the purpose of performing the Service.
The Publisher guarantees to hold all rights (in particular intellectual property rights) or to have obtained all necessary authorisations for the publication of the elements.
Article 10. Personal Data
10.1 Personal data of the Parties
As part of the Service, each Party is required to collect from the other Party personal contact data relating to their respective staff (i.e. surname, first name, email address, business telephone number(s), title or position held within the organisation). This data is processed to administer the Platform and provide the Services to the Publishers. Within the framework of this processing, each Party is designated as the data controller of the other Party’s data collected and used within the context of the Service and undertakes to process said personal data in accordance with the applicable regulations (European Regulation No. 2016/679 and French Law 78-17 of 6 January 1978, known as the “Data Protection Act”, as amended).
The Publisher’s staff or the Publisher themselves if the Publisher is a person practising on an individual basis, benefits from a right of access, rectification and deletion, a right of opposition, a right to the limitation of processing, a right to the portability of their data as well as the right to define directives relating to the fate of their data after their death. To exercise these rights they may write to: firstname.lastname@example.org
10.2 Client’s personal data
PAPER CLUB is responsible for processing all personal data of the Clients collected via the Platform.
The Publisher is the recipient of the data and, upon receipt, becomes the controller of the personal Clients’ data transmitted by PAPER CLUB, which is necessary to carry out the orders and for the uploading of the Publications by the Publisher.
It should be noted that this personal data must not be used by the Publisher for any purpose other than the execution of Orders (including the management of complaints) or the uploading of Publications. It is forbidden to use the data for commercial prospecting purposes.
Generally speaking, PAPER CLUB and the Publisher undertake to comply with their obligations with regard to the protection of personal data resulting from the applicable regulations. They both undertake to protect the personal data received from the other against unauthorised access by their own employees or third parties and to take all necessary measures to preserve and enforce their integrity and confidentiality.
Article 11. Confidentiality
Each Party expressly and unconditionally undertakes to protect and not to disclose any confidential information that they have received and/or will receive from the other Party or of which they have had and/or will have knowledge in the context of the execution of the Services.
The following shall not be considered as confidential information: (i) information and documents transmitted and exchanged between the Parties which are of a public nature and/or are intended for the public; (ii) information and documents transmitted to the receiving Party and for which the transmitting Party has expressly indicated to the receiving Party in writing in advance that they are not confidential; and cumulatively (iii) information and documents which were already in the public domain at the time of their transmission and exchange between the Parties or which would fall into that domain without the transmitting Party concerned being responsible for such a disclosure into the public domain.
Each Party therefore undertakes, both on its own behalf and on behalf of its employees, servants, subcontractors and advisers, for whom it acts as a guarantor, not to use the confidential information for personal purposes and/or outside the performance of the Services.
The Receiving Party shall be entitled to disclose Confidential Information: (i) to its insurers or legal advisors, or (ii) strictly to any court of competent jurisdiction or governmental or regulatory authority that requests it on a lawful basis, provided that prior written notice is 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 related to the Services, if any, with any company of its Group.
The obligations set out in this section shall remain in force until the Services have been completed and for a period of five (5) 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 obliged to exercise any control over the quality, safety, or lawfulness of the Articles and Publications, nor over the truthfulness or accuracy of the information on the Publisher Page.
In view of the technical computer and telecommunications constraints inherent to the use of the Platform, PAPER CLUB shall not be held liable for any damage caused by a malfunction in one or more of the stages of access to the Service offered, due in particular, but not exclusively, to the downsides inherent to the use of the Internet network, such as a service disruption, external intrusion, the presence of computer viruses or malfunction of any kind. The Client is invited to report any difficulties that they may encounter in using the Service to PAPER CLUB without delay.
PAPER CLUB shall not be liable in the event that the non-performance or improper performance of PAPER CLUB’s obligations is attributable either to the conduct of the Publisher or a Client, or to the unforeseeable and insurmountable act of a third party, or due to a case of force majeure, as defined in Article 1218 of the Civil Code. Force majeure includes in particular: natural disasters, fires, strikes, breakdowns, shortages, war, power cuts, telecommunication network failures, loss of Internet connectivity due to public or private operators. In addition, PAPER CLUB shall not be held liable for any indirect damage, operating loss, loss of profit, damage or costs arising from the present.
Without prejudice to the exclusions of PAPER CLUB’s liability set out in these GTC, PAPER CLUB shall only be liable for direct, actual, foreseeable, and certain damage suffered by the Publisher, provided that the Publisher proves that PAPER CLUB’s contractual fault was the direct cause of the damage.
The Publisher acknowledges and accepts that loss of opportunity, operating losses in the accounting sense of the term, loss of productivity, contracts and/or margins, loss of earnings as well as the non-realisation of savings or expected earnings or any damage to the image shall not give rise to compensation. In any case and in the event that PAPER CLUB is held liable, the compensation due shall not exceed the amount corresponding to the Publications purchased during the two (2) months preceding the incident.
12.2 Publisher’s liability
In their capacity as Publisher of the Websites and Publications, the Publisher is solely responsible for any damage relating to their Articles, Websites and Publications or to the information on their Publisher Page.
The Publisher shall be responsible for any disputes arising from their Publisher Page, the Publications and their uploading, and PAPER CLUB shall not be liable for such disputes. The Publisher shall guarantee and compensate PAPER CLUB against any liability, claims, or actions brought by third parties in connection with the posting of the Publications or the information contained on their Publisher Page.
Article 13. Ethics
13.1. The Parties have agreed to respect the following three fundamental principles of the ILO (International Labour Organisation – http://www.ilo.org/public/french/standards/index.htm ) :
- Not to use, or allow their own suppliers and subcontractors to use, child (under 15) or forced labour;
- To ensure a healthy and safe working environment for their staff, while respecting individual and collective freedoms;
- To promote non-discrimination (gender, race, religion, or political affiliation) in hiring and managing staff.
13.2. The Parties also undertake to comply with the laws and regulations in force prohibiting corruption.
The Publisher represents, warrants, and covenants that their managers and employees will not commit any corrupt act against any of the managers, employees, partners, agents, subcontractors of the Platform or any other third party acting on their behalf.
Article 14. Insurance
The Publisher declares that they are insured with a reputable and creditworthy insurance company against the consequences of actions for which they may be held liable as a result of the sale of Publications on the Platform. The Publisher undertakes to maintain the said insurance for the duration of their adherence to these GTCS.
Article 15. Miscellaneous Provisions
15.1 PAPER CLUB reserves the right, at any time, to modify or interrupt the accessibility of all or part of the Service and/or the Platform.
15.2 The fact that PAPER CLUB does not avail itself at a given time of any of the provisions of these GTCS shall not be interpreted as a waiver of the right to avail itself of any of the said conditions at a later date.
15.3 PAPER CLUB reserves the right to amend the GTCS at any time, in whole or in part. The Publishers shall be notified 15 days before the new GTCS come into force, except in the event of an emergency or if the change is required by a legal or regulatory obligation. The use of the Platform by the Publishers after the said notification shall constitute acceptance by the latter of the changes made to the GTCS.
The Publisher may terminate the GTCS before the expiry of the notice period. Such termination shall take effect within fifteen days of receipt of the notice.
15.4 If any part of the GTCS is found to be illegal, invalid, or unenforceable for any reason whatsoever, the provisions in question shall be deemed unwritten, without affecting the validity of the other provisions which shall continue to apply between the Publishers and PAPER CLUB.
Article 16. Applicable Law – Handling of Disputes
The GTCS are subject to French law.
In the event of a complaint relating to the Services and their suspension or termination, the Publisher may file a complaint by writing to email@example.com. PAPER CLUB shall process the Publisher’s request as quickly as possible and shall endeavour to resolve the Publisher’s problem in an appropriate manner.
In the absence of an amicable agreement, the courts within the jurisdiction of the Paris Court of Appeal shall have jurisdiction in the event of a dispute, notwithstanding multiple defendants.
Last updated on 21/04/2021