Grappers Services General Terms and Conditions of Sale

INTRODUCTION

 

EPSILON GLOBAL COM, a “Société par Action Simplifiée”, registered on the REIMS Trade and Companies Register under number 752 881 375, whose registered office is located at 5 rue de Talleyrand, 51100 REIMS (hereinafter "EPSILON") publishes and operates the internet platform available at the following address: https://www.grappers.com/ (hereinafter "GRAPPERS").

GRAPPERS is a registered trademark of EPSILON GLOBAL COM.

GRAPPERS is both a medium and a social network dedicated to the promotion of the Champagne region and its wines; it provides an information service through the publication of articles, animations, videos and images. It also provides an intermediary service between BUSINESSES working in the fields of tourism, winemaking, Champagne production and Champagne gastronomy (hereinafter referred to as "BUSINESS CUSTOMERS") and Champagne lovers (hereinafter referred to as "the MEMBERS" or "CHAMPAGNE LOVERS") to inform the latter about products and services related to the Champagne region and/or Champagne drinking/tasting etc. 

GRAPPERS is therefore a medium of inspiration, information and exchange that extols a Champagne “art de vivre”.

For the purposes of these terms and conditions, the Service Provider will be referred to interchangeably as "EPSILON" or "GRAPPERS".

 

 

ARTICLE 1 – SCOPE OF APPLICATION

 

These general terms and conditions of sale are communicated to any Business Customer who requests them, to allow the Customer to place an order. They constitute the basis of the commercial relationship between the parties, and, consequently, the Business Customer is deemed to accept them unconditionally.

These general terms and conditions of sale take precedence over any other document, and in particular over any general terms and conditions of purchase. They apply, without restriction or reservation, to all the services provided by GRAPPERS to its Business Customers.

Should there be a conflict between the terms in the general terms and conditions of use of the GRAPPERS platform and these general terms and conditions of sale, the latter will take precedence.

GRAPPERS reserves the right to modify its general terms and conditions of sale from time to time.

These will come into effect as soon as they are published online.

If a condition for the service provision is omitted, it will be deemed to be governed by the business practices prevalent within the communication industry.

Should one of the parties fail to invoke a breach by the other party of any of the obligations referred to in these terms and conditions, this will not be interpreted as a waiver of this obligation in future. 

 

 

ARTICLE 2 - CONTENT

 

The purpose of these general terms and conditions is to set out the rights and obligations of the parties within the context of the sale of the services offered by GRAPPERS to a Business Customer.

They cover the following services:

 

”Basic” subscription: With this subscription, the Business Customer can:    

- Write and publish articles online

- Create events in the “public » setting

- Access private messages that enable discussion among the community  

- Access basic performance statistics (to be determined)

 

”Premium” subscription: With this subscription, in addition to the benefits included in the "Basic" subscription, the Business Customer can: 

- Publish articles in the “private” setting, i.e. (definition of the private setting)

- Create events in the “private” setting

- Benefit from personalised assistance enabling the Customer to get started, 

- Access complete performance statistics (to be determined)

- Receive automated advice on the optimisation of the Customer’s brand page according to its performance.

 

Personalised services

The Business Customer can also take advantage of the expertise of the GRAPPERS team, who can help the Customer to create content (articles, photos, videos), organise dedicated brand experiences intended to offer their Champagne Lovers unique and original experiences (joint-creation, pooling of ideas and teams, production and follow-up...), or support the Customer in the organisation of its public events intended to create "champagne experiences" (co-branding, execution and follow-up, in-person events, etc.).

 

 

ARTICLE 3 - THE PURCHASE ORDER

 

3.1 - Subscriptions

The Business Customer places his/her subscription order online from the online catalogue through the form available on the website. This order will trigger a confirmation e-mail from GRAPPERS, in accordance with the conditions set out below.

The subscription is taken out and paid for at the time the subscription is taken out for the initial subscription period.

It is then automatically renewed for identical periods, unless the Business Customer sends GRAPPERS a notice of termination eight (8) days before the end of the subscription period.

 

3.2 – Personalised services

For personalised services, the Business Customer will place his/her order by contacting EPSILON directly at the e-mail address: contact@grappers.com.

GRAPPERS will send the Business Customer an order form or quotation including the name and address of the Customer, a description of the services to be provided as well as their price, exclusive and inclusive of VAT, and an indicative lead time for the delivery of said services.

 

3.3 – Provisions applicable to all purchase orders

Any order transmitted through the GRAPPERS platform will only be validated after the Business Customer has accepted these general terms and conditions, (i) either by clicking at the location indicated on the website when taking out a subscription, (ii) or by signing the order form which references these general terms and conditions.

By placing an order, the Business Customer accepts the prices and descriptions of the services offered.

In certain cases, in particular that of non-payment, an incorrect address or other problems on the Business Customer's account, GRAPPERS reserves the right to suspend the order until the problem is resolved.

As the purchaser is making a purchase within the context, and for the needs, of his/her work, there is no obligation for GRAPPERS to include the right of retraction provided for by the consumer code.

Should the delivery of a service not be possible, the Business Customer will be informed by e-mail, the order for this service will be cancelled, and its reimbursement will then be effected.  The remainder of the order will, however, remain valid and final.

For any question relating to the tracking of an order, the Business Customer should contact GRAPPERS at the following e-mail address: contact@grappers.com or by telephone at +33326797548, +33326793543, Monday to Friday from 9 am to 6 pm. (cost of a local call).

 

 

ARTICLE 4 - ELECTRONIC SIGNATURE

 

The online provision of the Business Customer's bank details and the final validation of the order will be proof of the Customer’s agreement and will constitute :

-payability of the sums due under the purchase order;

-the signature and formal acceptance of all operations carried out.

 

In the event of a fraudulent use of bank details, the Business Customer is invited to contact GRAPPERS, as soon as such use is noticed, at the following e-mail address: contact@grappers.com or by telephone at +33326797548, +33326793543, Monday to Friday from 9 am to 6 pm. (cost of a local call).

 

 

 

ARTICLE 5 - ORDER CONFIRMATION

 

The contractual information will be confirmed by e-mail no later than at the start of the service delivery, to the e-mail address provided on the order form by the Business Customer.

 

 

ARTICLE 6 - PROOF OF TRANSACTION

 

The computerised logs, stored in an acceptable level of security on GRAPPERS' computer systems, will be considered to be proof of communications, orders and payments between the parties. Purchase orders and invoices are stored on a reliable and durable medium that can be produced as proof if required.

 

 

ARTICLE 7 - INFORMATION ABOUT THE SERVICES

 

The services governed by these general terms and conditions are those published on the GRAPPERS platform and which are stated as being provided by GRAPPERS or under its control. 

The services are described and presented as accurately as possible. However, GRAPPERS cannot be held liable should there be any errors or omissions in this presentation.

 

 

ARTICLE 8 - PRICES

 

8.1. Subscriptions

The price of the subscriptions is that published on the GRAPPERS platform at the time the subscription is taken out. Should the price of the subscription change, the revised price will be applied at the following subscription renewal date.

 

8.2 Estimate for personalised services

Unless otherwise agreed, the price of personalised services is based on the number and experience of the personnel needed and the level of competence and responsibility required; the hourly rates are revised periodically.

Travel, board and lodging expenses incurred for the delivery of the services will also be invoiced, if applicable. VAT at the current rate will be added, where applicable, to the fees and disbursements.

Delays or other unforeseen problems that are beyond the control of the Provider may result in additional costs which may be invoiced to the Business Customer. GRAPPERS undertakes to inform the Business Customer of any such delays and/or problems as soon as they occur so that the impact of these can be assessed with the Business Customer.

Invoices will be issued for the services provided and disbursements incurred, in advance of the services and as these are delivered. Unless otherwise agreed, invoices are issued monthly. Payment of the invoices is due upon receipt.

 

 

 

ARTICLE 9 - TERMS AND CONDITIONS OF PAYMENT

 

9.1 – Payment of subscriptions 

The payment of the subscription is effected solely by direct debit from the Business Customer’s bank account. The Business Customer must enter the details of his/her bank card in the space provided and confirm the validation of his/her order. GRAPPERS reserves the right to suspend all order processing and delivery should the officially-accredited bodies refuse to authorise the payment or in the event of non-payment.

The order is payable cash, in full, on the first day of the supply of the subscription ordered. GRAPPERS reserves the right to refuse to effect a delivery or to honour an order from a Business Customer who has not paid, in full or in part, for a previous order or with whom there is an ongoing payment dispute. GRAPPERS has set up an order verification procedure designed to ensure that no-one can use another person's bank details without their knowledge.

As part of this verification procedure, the Business Customer may be asked to forward proof of identity or domicile to GRAPPERS. The order will then be validated only after GRAPPERS has received and checked the documents provided.

 

9.2 – Payment of personalised services

Payment for personalised services is effected by bank transfer or cheque.

Unless otherwise stipulated, a down-payment of 50% is requested at the time of the order, the balance is payable within thirty (30) days of the invoice date.

 

9.3 - Late payment penalties

Any late payment will entitle GRAPPERS to claim late payment interest at the ECB’s latest refinancing rate plus 10%, in addition to the collection fee provided for in Article D441-5 of the French Commercial Code and currently set at €40 per invoice; in addition, GRAPPERS will be entitled to suspend the delivery of the services until full payment of the unpaid invoice has been received, without GRAPPERS being held liable for suspending this delivery.

 

9.4 - Discount

Payment by the Business Customer before the date of payment shown on the invoice, or within a time frame shorter than that referred to in these general terms and conditions of sale, does not entitle the Business Customer to any discount.

 

 

ARTICLE 10 – SERVICE DELIVERY LEAD TIMES

 

Except in cases of force majeure or during GRAPPERS’ clearly-communicated dates of closure, the lead times will, subject to the availabilities of the Provider, be those set out below. Lead times run from the date of order confirmation.

In the event of a late service delivery, GRAPPERS will not be held liable for any reason whatsoever. Consequently, no claim for compensation, of any nature whatsoever, may be lodged by the Business Customer.

Please note that the delivery of the services requires the Business Customer’s full and complete cooperation.

Should GRAPPERS be unavailable to deliver the service, the Business Customer will be informed as soon as possible and will have the option of cancelling the order. The Business Customer will then be able to request a reimbursement of the sums paid within 30 days at the latest of the order cancellation date.

 

 

ARTICLE 11 - TERMS AND CONDITIONS OF SERVICE DELIVERY

 

The delivery of the service only commences after confirmation of the payment of (i) the subscription or (ii) the agreed down-payment.

The Service is provided within the maximum lead time specified on the order form and, in the absence of any other indication, within a maximum lead time of two months from the date of receipt of the order form by GRAPPERS.

 

 

ARTICLE 12 - GRAPPERS’ OBLIGATIONS

 

GRAPPERS’ overall obligation is an obligation to provide the means, at the end of which the services will be delivered in full compliance with common business practice and, where applicable, per the terms of the order.  To this end, GRAPPERS will assign, to the delivery of the services, professionals with the skills required to ensure that the services are delivered in line with its quality standards.

 

 

ARTICLE 13 - BUSINESS CUSTOMER’S OBLIGATIONS

 

To facilitate the smooth delivery of the services, the Business Customer undertakes:

- to provide GRAPPERS with complete, accurate and timely information and documents without Grappers being required to verify their completeness or accuracy;

-to make decisions in a timely manner and to obtain the necessary hierarchical approvals;

-to designate a contact person with decision-making authority;

-to ensure that key contacts and the designated contact person are available over the duration of the service delivery;

- to directly notify GRAPPERS of any potential difficulties relative to the delivery of the services.

 

 

ARTICLE 14 - GRAPPERS EMPLOYEES – NON SOLICITATION

 

By virtue of the hierarchical and disciplinary authority that it exercises exclusively over its employees, GRAPPERS’ employees will remain under the effective control of GRAPPERS during and throughout the delivery of the services.

Should GRAPPERS have to visit the Business Customer's premises, GRAPPERS undertakes to comply with the health and safety obligations which the Business Customer will advise it of, provided that its employees are granted the same protection as that granted to the service provider's employees.

GRAPPERS guarantees the conformity of its employees' employment status with respect to articles L. 1221-10 et seq. and L. 3243-1 et seq. of the French Labour Code. GRAPPERS also certifies that it complies with the provisions of Articles L. 8221-1 and L. 8221-2 of the Labour Code, relating to the prevention of illegal work, as well as with the provisions of Volume III, Title IV of the French Labour Code.

During the delivery of the service and for a period of one year after its completion, the Business Customer undertakes not to solicit or attempt to poach (or help any other person to solicit or attempt to poach) any of the Provider's employees with whom the Customer had contact during the delivery of the service.  In the event of a breach of this provision, the Business Customer will be liable to the Provider, by way of a penalty clause, for compensation equal to one year of the poached employee’s final gross salary.

 

 

ARTICLE 15 - INFORMATION AND ADVERTISING

 

15.1 - Confidential information

Each party agrees not to disclose confidential information received from the other.

Confidential information means information of any kind, whether visual or oral, on any medium whatsoever, relating to the structure, organisation, business, any internal policies, projects and employees of each of the parties. Subject to the exceptions set out below, this duty of confidentiality will remain in effect for a period of two years following the end of the service delivery. The content of the service, as well as the reports, letters, information, notes and estimates provided by GRAPPERS during the delivery of the service, is also confidential. These documents are communicated to the Business Customer for internal use only and on the condition that they are not disclosed to third parties or appended to any document that the Business Customer may be required to produce. If the Business Customer wishes all or some of these documents to be disclosed to and/or used by a third party, the Customer must obtain prior written consent from GRAPPERS. The terms and conditions applicable to such disclosure will then be agreed.

 

15.2 - Excluded information

The above obligations and restrictions do not apply:

-to confidential information that is already in the public domain or was freely acquired before the commencement of the service delivery;

-to information that is or became known through means other than as a result of a violation of this Article;

-to information that is or became known through other sources not subject to a non-disclosure agreement;

-to information that must be disclosed as the result of a legal or business obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.

Notwithstanding its obligations regarding confidentiality, GRAPPERS reserves the right to deliver services to companies which are competitors of the Business Customer.

 

15.3 - Other obligations

The Business Customer acknowledges and accepts :

-that, unless expressly requested otherwise  by the other party, each party will be able to correspond or transfer documents by e-mail transmitted over the Internet;

-that neither party has control over the capacity, reliability, access or security of such e-mails;

-that GRAPPERS will not be held liable for any loss, damage, costs or harm caused by the loss, delay, interception, misappropriation or alteration of any e-mail caused by any fact whatsoever.  In general, the parties agree to comply with the regulations applicable to the protection of personal data and, in particular, the provisions of French law 78-17 of 6 January 1978 relating to information technology, files and freedoms.

 

 

ARTICLE 16 - INTELLECTUAL PROPERTY

 

Should any of GRAPPERS' recommendations, or the use of elements delivered following one of its recommendations, involve the use of goods, models, drawings, photographs, etc.  subject to third party intellectual property rights, GRAPPERS will inform the Business Customer of the existence of such rights and the consequences of their use. It is then the sole responsibility of the Business Customer to take the necessary steps to obtain such rights, in particular by negotiating, on his/her own behalf, the rights of use under terms and conditions that ensure that GRAPPERS can use them for the purposes of the service delivery.

For the purposes of the services, GRAPPERS may use or develop software, including spreadsheets, documents, databases and other such tools.

In certain cases, these tools may be made available to the Business Customer upon the Customer’s request. Insofar as these tools have been developed specifically for the needs of GRAPPERS and without consideration of the Business Customer's own needs, they are made available to the Business Customer for the duration of the contract, in their state at that time and without guarantee, solely for the Business Customer’s own use, i.e. they may not be distributed, shared or communicated to any third party, either in whole or in part. This temporary grant of use will not involve any transfer of rights or guarantees, whatever the reason, to the  Business Customer or the third party.

 

GRAPPERS reserves all rights, title and interest to and in:

-the original elements used in the works, memos, consultations, opinions or other documents created within the context of the services, including, but not limited to, any copyright, registered trademark and any other intellectual property right relating thereto, and;

-all methods, processes, techniques, developments, and know-how, whether or not incorporated in the services or which GRAPPERS may develop or provide as part of the services.

 

The Business Customer may, without geographical restriction, irrevocably and without charge, use internally and for the duration of copyright protection, the elements designed by GRAPPERS and incorporated into GRAPPERS’ works. The Business Customer will refrain from distributing, marketing, and generally making available or permitting the use of these works and more generally from granting the use of these same elements to third parties without GRAPPERS’ consent.

Neither party may mention or use the other party’s name, denomination, trademarks and logos or other designations, whether commercial or not, without the other party's prior written consent. Notwithstanding the foregoing, GRAPPERS may use the name, denomination, trademarks and logos of the Business Customer over the duration of the contract to an extent that is strictly necessary for the delivery of the services, including in its proposals for further services. Moreover, the Business Customer authorises GRAPPERS, after completion of the service delivery, to quote his /her name as a reference and to accompany this quote, if necessary, with a generic description of the services provided.

 

 

ARTICLE 17 – DOCUMENTS

 

GRAPPERS will preserve any original documents which may have been remitted to it and will return these to the Business Customer upon request. All documents, data or information provided by the Business Customer will remain the Customer’s property.

GRAPPERS will keep a copy of only those documents necessary for the compilation of its working files.

The working documents created in the context of the services remain the property of GRAPPERS and are covered by the usual principles of business confidentiality.

 

 

ARTICLE 18 - INDEPENDENCE

 

Should a conflict of interest or a potential issue of independence arise during the delivery of the services, GRAPPERS will immediately inform the Business Customer and work with the Customer to find the most appropriate solution in compliance with the applicable rules.  In particular, if a change in regulations or business standards prohibits GRAPPERS from carrying out its services, it will make available to the Business Customer the work resulting from the service as well as all documents necessary for its completion, including its documents in their state at that time, in order to facilitate their continuation by a third party.

 

 

ARTICLE 19 – CLAIMS – LIABILITY OF GRAPPERS 

 

19.1. Claims

All claims, whether amicable or legal, relating to the delivery of the services must be made within one year from the end of the service delivery.

 

19.2. Liability of GRAPPERS

The full liability of GRAPPERS and that of its employees relating to any failure, negligence or fault found during the delivery of the services will be limited to the amount of the fees paid for the services in question, in order to cover claims of any kind (including interest and costs), regardless of the number of proceedings, grounds invoked or parties to the dispute.

This provision will not, however, apply to any liability that may not be excluded or limited by law.

GRAPPERS can only be held liable in the event of a fault or proven negligence and is limited to direct damages and excludes any indirect damage of any nature whatsoever.

 

Furthermore, GRAPPERS cannot be held liable in the following cases:

- following a failure or deficiency of a product or service whose supply or delivery is not incumbent upon GRAPPERS or any of its subcontractors;

- for facts and/or data which do not fall within the scope of the services and/or which are not an extension thereof;

- in the event of the use of the results of the service for a purpose or in a context different from that in which the service was intended, or incorrect implementation of GRAPPERS recommendations or failure to take its reservations into account.

GRAPPERS will not be liable either for its insurers or for indirect damage, or for loss of profit or loss of opportunity or anticipated profits, or for the financial consequences of any proceedings which may be brought by third parties vis-à-vis the Business Customer.

 

 

ARTICLE 20 - TRANSFERABILITY AND SUBCONTRACTING

 

GRAPPERS reserves the right to assign all or part of the delivery of the services to providers meeting the same qualification requirements.

As the service may require special technical skills, GRAPPERS may subcontract all or part of the service and the Business Customer accepts this eventuality in advance. In this case, however, the Business Customer will be informed thereof, in particular to comply with the provisions of Article 28.2 of the General Data Protection Regulation (GDPR). The sub-contractor will then carry out its task under the sole responsibility of GRAPPERS and will undertake to keep confidential all information of which it becomes aware during the provision of the services.

 

 

ARTICLE 21 - FORCE MAJEURE

 

EPSILON cannot be held liable if the non-delivery or faulty delivery of one of its obligations under any of these terms and conditions of sale is due to a case of force majeure, as defined in Article 1218 of the French Civil Code:

"There is force majeure in contractual matters when an event beyond the obligor's control, which could not reasonably have been foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures, prevents the obliger from carrying out his obligation.

If the impediment is temporary, the delivery of the obligation will be suspended unless the resulting delay justifies termination of the contract. If the impediment is permanent, the contract is terminated automatically and the parties are freed from their obligations under the conditions set out in articles 1351 and 1351-1.”

In particular, the following are considered to be cases of force majeure: attacks by hackers, unavailability of PRODUCTS; suspension, reduction or interruption of electricity or other disturbances or any interruptions to electronic communication networks.

More generally, any circumstance or event beyond EPSILON's control occurring after the conclusion of the order and preventing its execution under normal conditions constitutes a case of force majeure.

In the event of force majeure, the Business Customers may not claim any damages from EPSILON.

In the event of the occurrence of one of the above-mentioned events, GRAPPERS will endeavour to inform the Business Customer as soon as possible. The parties will together examine the impact of the event and agree on the conditions under which the execution of the contract can be continued. Should the case of force majeure last longer than three months, these general terms and conditions may be terminated by the disadvantaged party.

 

 

ARTICLE 22 - USE OF PERSONAL DATA

 

For the delivery of its services, GRAPPERS may be required to process personal data on behalf of the Business Customer within the meaning of the amended French Data Protection Act (Loi Informatique et Libertés) and the General Data Protection Regulation (GDPR).

The Parties acknowledge that GRAPPERS is a subcontractor of the Business Customer, who is himself responsible for the processing of personal data.

 

Consequently, GRAPPERS undertakes to:

- process the said personal data only on the basis of written instructions from the Business Customer and for the sole purpose of delivering its service in compliance with the regulations in force, in particular with regard to the confidentiality and safety of the data in question; if GRAPPERS considers that an instruction constitutes a breach of regulations, it will immediately inform the Business Customer's Data Controller;

- refrain, in all circumstances, from reproducing or using the personal data collected for the delivery of its services for its own purposes or on behalf of third parties,

- make every effort to keep the data secure and to comply in particular with the provisions of Article 32 of the GDPR. GRAPPERS will obtain the same guarantees of data confidentiality and safety from any subcontractors it may work with;

- inform the Business Customer in the event of the addition or replacement of subcontractors in accordance with article 28.2 of the GDPR

- immediately assist and notify the Business Customer should it detect a violation of the data, in accordance with the provisions of Article 33 of the GDPR;

- modify or delete any personal data collected, once the purpose for which said data was collected has been achieved, and at the end of the service delivery, either at the request of the Business Customer or any other person involved.

 

 

ARTICLE 23 - ORDER CANCELLATION

 

If one of the parties fails to meet its contractual obligations, the other party may cancel the order after serving a formal notice on the first party to remedy this failure, by registered letter with acknowledgement of receipt, which has remained unheeded for a period of fifteen (15) days.

More specifically, concerning subscriptions, the repeated violation of the publication rules referred to in the GRAPPERS platform’s general terms and conditions of use, and in particular the violation of the rules provided for in Article 8.1 thereof, constitutes a serious breach of obligations leading to the closure of the Business Customer's USER account and therefore the immediate termination of the subscription. The sums received in advance in this respect by GRAPPERS remain irrevocably acquired by GRAPPERS as initial compensation.

 

 

ARTICLE 24 - PARTIAL NON-VALIDATION

 

If any of the stipulations of these general terms and conditions are deemed to be null and void pursuant to a law or a regulation, or following a final ruling of a competent court, the remaining stipulations will remain fully in force.

 

 

ARTICLE 25 - HEADINGS

 

In the event of difficulty of interpretation between any of the headings appearing at the head of the clauses and of any of the clauses, the headings will be declared null and void.

 

 

ARTICLE 26 - APPLICABLE LAW – DISPUTE SETTLEMENT

 

These general terms and conditions are subject to French law. They are written in French. Should they be translated into one or more languages, only the original French text will be deemed legally valid in the event of any dispute.

The parties undertake to seek an amicable solution to any dispute that may arise from the delivery of the services.

Should they fail to achieve an amicable solution, the dispute will be referred to the Commercial Court under whose jurisdiction the registered office of EPSILON GLOBAL COM falls.