The company Ultra Prod (hereinafter referred to as “Ultra Prod”) publishes a virtual platform based on E-Commerce Enhancer software (hereinafter referred to as “ECE”) allowing business users to centrally manage the publication of their offerings sales on the virtual market places referenced in Ultra Prod (hereinafter referred to as “Market Places”) and the list is as follows:
- Price Minsiter
- La Redoute
- Rue du Commerce
The ECE is available at www.e-ce.biz.
Article 1 – Purpose
These Terms Of Services (TOS) is to define the business skills and financial conditions in which Ultra Prod authorizes the Customer to use the ECE for.
In the event that the Customer Control Ultra Prod ancillary services to the use of ECE (hereinafter “Services”) to these TOS will be supplemented by Annex (s) separate (s).
In the absence of control services, unless otherwise expressly agreed between the parties involved, these are only applicable TOS.
Article 2 – Amendments
The company Ultra Prod reserves the right to make changes to these TOS and agrees to forward to the client by email.
Article 3 – Duration
TOS on the site apply for an indefinite period.
The contract between the client Ultra Prod applies for an indefinite period.
This Agreement is established for a minimum period of 12 months, renewable for every 12 months and by tacit agreement.
Article 4 – Conditions for the provision of ECE
The Customer acknowledges having read and studied, before its actual use, all practical and technical operation of the ECE methods.
This is provided as is without any special adaptation to the specific needs of the customer.
However, some necessary for the transfer of information between the ECE and customer service can be adapted devisées.
Despite the efforts Ultra Prod undertakes to do, it does not guarantee that the ECE is free of any malfunction (bugs, etc …) or it will be available without interruption or degradation of performance possible.
The ECE and may experience unplanned interruptions and / or unexpected performance degradation, or due to intrinsic or extrinsic anomaly ECE is still due to a failure of one of the partners Ultra Prod .
Ultra Prod will not be liable in any manner whatsoever of such interruptions or performance degradation.
In addition, Ultra Prod regularly provides maintenance and must in this context interrupt access to ECE but not the service.
Customers will be notified in advance of any of these operations either by email or by a message posted on the ECE message.
In the case of exceptional service interruption no compensation can be claimed in return, knowing that such interruption is obviously in the interests of the proper functioning of the ECE, in the interest of the customer.
In case of problems the Customer may contact technical support by email or phone.
Article 5 – Conservation of identifiers and access code
Upon activation of the account, the customer will be given a unique identifier and a registered access code, which will allow access to a reserved area on the ECE (hereinafter “Personal Space”).
This is from his personal account, the Customer can manage all of their personal information, enter, edit or delete their ads to post on the Market Places and monitor its transactions.
This unique identifier and the access code registered is strictly confidential and personal.
It is the Customer to ensure the security and confidentiality of these elements. Any operation performed on the Personal Area Client using the username and password is deemed made by the Customer.
Ultra Prod disclaims any liability for any misuse of such data.
In case of loss or unauthorized use of proven or merely presumed the username and password, the Customer must notify without delay Ultra Prod by email. Ultra Prod send back by mail new ID and Client Access code.
Article 6 – Requirements for the use of ECE
6.1 Adherence to Market Places
To publish their ads via the ECE, the Customer must pre-register on the Market Places on which it wishes to publish their offers to sell and service.
The Customer shall have the status of a professional seller and all necessary approvals: registration in the commercial register, respect the terms of the distance selling rights of internet distribution …
No tender may be published via the ECE on Market Place which the customer is not a member.
6.2 Compliance with the conditions of use Market Places
Customer agrees to comply with all terms and conditions of sale and use of Market Places on which it publishes its product offerings and services.
In particular, the Customer agrees to provide all information necessary for the publication of its offerings such as the description of its products and services, their prices, the amount of their shipping costs, delivery times and / or supply etc …
In any event, the Customer is solely responsible for publishing that offers via ECE on Market Places and transactions that result.
6.3 Getting online and synchronize the entire catalog
The Customer undertakes to distribute and sell the maximum amount of product that was by contract through the ECE or the Market Place. In the case of an amount greater or less than the package more attractive to the customer will be automatically applied.
Ultra Prod reserves the right to suspend the activity of the Client in the event of non-compliance with this clause activity.
Article 7 – Guarantees
The Customer warrants that the products and services offered via the ECE on the Market Places in the conditions legally and conventionally applied in particular under the general conditions of sale and / or services into force on Market Places.
The Customer is solely responsible for its offerings and transactions that result.
In any event, the Customer agrees not to use the services of Ultra Prod any way for:
to sell products and / or post offers of infringing services, illegal, do not comply with applicable regulations and / or contractual provisions or which would impair in any manner whatsoever to the interests of Ultra Prod, consumers , the Market Places or other third parties.
sell or provide products or services infringing, illegal, do not comply with applicable regulations and / or contractual provisions or which would affect some of the way the legitimate interests of Ultra prod consumers, Square market or other third parties.
The Customer warrants Ultra Prod against all claims by third parties relating to its offer of sale or service performed via the ECE and / or any transaction that would result.
Article 8 – Suspension / Termination
8.1 Termination for Convenience
The customer can terminate the contract at the anniversary date of the latter in accordance with a notice period of at fifteen months (15) calendar days before the end of the year. If notice of termination sent to Ultra Prod less than fifteen (15) calendar days before the end of the year, the termination shall be deemed given at the end of the subsequent 12 months.
8.2 Termination for modification of the contract
In case of modification of the contract in accordance with Article 2 above, the Customer may terminate automatically and without judicial formality, its inclusion in ECE upon notice to Ultra Prod within fifteen 15 calendar days of notification of the contract.
8.3 Suspension / Termination for account closure on Market Place
Ultra Prod is a platform synchroniqation and centralization of catalogs and sales made by the client on the Market Places. She does not play the role of a trusted third party and not intervenient in different potential between the client and the buyers of the latter, the marketplaces on which the client is registered already playing this role.
However, if the customer is suspending his account with one or more market place, it remains liable for those with monthly Ultra Prod.
In case the customer would not be able to sell one or more places due to the closure of its accounts by those marketplaces market, the customer will be able to suspend or places listed options market on his contract with Ultra Prod with a notice of 30 days from the date of suspension of the account marketplace.
After 30 days of notice, the option of the marketplace will be automatically canceled or frozen without monthly payment pending réaouverture account to the customer’s request.
At the same time, the client continues to sell in Market Places which he still has access.
The contract can only be terminated if the seller would close the accounts of all the market places to which it subscribes.
If this is not the case, the contract continues until maturity for all market place that can be exploited.
8.4 Suspension / Termination for Cause
In case of failure of either party to one or more of the obligations imposed upon it under this contract, unrepaired (s) within ten (10) calendar days of notification of the breach , the other party may terminate the registration of right and without any legal formality upon notification.
If the Customer fails, Ultra Prod may also suspend the subscription upon notification and until perfect repair the breach in question. A suspension shall not preclude the subsequent termination of registration as provided in the preceding paragraph.
Suspension and / or termination of the Subscription as provided above does not preclude any claims for damages that may form one or the other party for damages allegedly suffered by reason of or failure to rise to the suspension and / or termination.
All notices provided for above items may be validly given by email, fax, registered mail with return receipt or letter delivered by hand against receipt letter.
8.6 Consequences of termination / suspension
In all cases of termination / suspension under sections above, the Customer’s account is closed at the effective date of the termination / suspension and access to ECE-by-case suspended or deleted.
All amounts due to Ultra Prod is charged at the end of the month in which the termination / suspension takes effect.
The Customer may not continue to manage its advertisements from the ECE, it will use the new interface provided by Places Markets for each of its subscriptions. All announcements from the ECE will be closed at the time of suspension. Orders Market Places will no longer be included in the ECE to the date of termination.
In case of suspension, where this ends, the client finds the free disposal of the ECE and his account is reactivated.
Article 9 – Financial Conditions
Refer to the pricing page for the offers on the ECE.
Registration for Prod Ultra provides access to self service features below:
Unlimited access to the platform ECE
Detailed online help
Email or call for support to answer technical questions
Registration does not include:
Registration for Marketplaces
Access to optional services
9.3 Optional Services
In addition to the ECE Software Prod Ultra offers support to management marketplaces Services. Paid Services listed below will be subject to a specific business proposal and will be charged as provided in separate agreements that concern.
The Customer may select listed below and send the list of Services Ultra Prod Services.
List of Optional Services
Ultra Prod may accompany the Seller in the steps below:
- Inscriptions on the Places Markets
- Checking the inventory file
- New products
- Configuration ECE account
- Monitoring of technical integrations
- Publication of products on the Market Places selected
- Training teams Client
- Phone Support
- Custom Reporting
- Sales strategy in line
- Training Customer Relations
- Managing Your Online Reputation
- Development of specific links between the client tools and ECE
9.4 Due date / default interest
The payments are made by direct debit (after adjustment of debit authorizations necessary) the first business day of each month.
In case of late payment, Ultra Prod reserves the right to suspend access to ECE as the account has a debit balance as provided in section 8.4 above. Moreover, after notice to pay the amounts invoiced bear interest at the legal rate plus 7 percentage points from the day after the due date of the invoice in question.
This default interest may be charged by Ultra Prod without prejudice to its right to suspend and / or terminate its services in accordance with Article 8.
Article 10 – Liability / Insurance
Each Party is responsible for the perfect performance of its obligations under this contract.
In particular, the Customer is solely responsible for the information technology he uses and means of communication that allow them access to the ECE.
In addition, ECE being made available in the state, the Customer must take all provisions allowing him to make good any interruption or malfunction of the ECE (safeguards and others).
Ultra Prod assumes no responsibility for any interruption of services or malfunction of the ECE.
In any event, and express responsibility Ultra Prod agreement between the Parties shall be limited to the amount of the monthly subscription by the Client Ultra Prod during the month preceding the event (or series of events) to origin of the questioning of responsibility or, if relations are not old enough, during the coming months of the event (or the beginning of the series of events) led to the development because of liability.
Each Party declares to subscribe insurance policies necessary to cover the risks of its business and is committed to justify and the payment of premiums to the first request of the other Party and to communicate this purpose certificates are relating.
Article 11 – Intellectual property / Communication
11.1 Ultra Prod holds the intellectual property rights relating to the ECE and publishes it to all documents it produces. Consequently, and without prejudice to Article 12 below, nothing in this Agreement shall be construed as an assignment or license express or implied of any intellectual property rights relating to all or part of ECE or documents mentioned above to the Customer.
11.2 Ultra Prod owns the ECE and all its features.
11.3 The Customer authorizes Ultra Prod to use its trademarks, brands, name, domain name and logos for the sole purpose of normal operation of the JIT. The Client also authorizes Ultra Prod to use the content (image, video and / or sound) that it shall, if necessary to publish on Market Places. This authorization is granted for the sole purpose of normal operation of the ECE. The Customer warrants that it does not infringe any third party rights giving Ultra Prod all authorizations under this section. The Customer warrants Ultra Prod against any claims from third parties concerning the lawful use of such content, brands, trade names, business names, domain name and other logo by Ultra Prod under the conditions provided for in this contract.
Any communication from the Client for Ultra Prod and / or ECE before effective communication will be submitted for approval to Ultra Prod.
Ultra Prod agrees not to withhold its consent unreasonably.
The Customer authorizes Ultra Prod to communicate its activity on the buying and selling sites. Ultra Prod reserves the right to call the client on its website
ultra-prod.com on presentations or any other means of communication. Ultra Prod undertakes not to disclose financial or strategic information concerning the activity of the Client on the buying and selling sites.
Article 12 – Confidentiality
It is agreed between the Parties that the information exchanged between them in connection with their trade relations as regulated by the contract are confidential information (hereinafter referred to as “Confidential Information”).
Are particularly considered Confidential Information, the information about the business model of Ultra Prod, to his knowledge, and more generally, the information relating to the business of the Parties, their trade policy, organizational strategy, data about their customers and their suppliers.
Each Party agrees and vouch for its staff, suppliers or subcontractors to maintain the confidentiality of the Confidential Information obtained from the other Party in connection with the execution of this Agreement and not to disclose or leave available to third parties and to take the most appropriate precautions to maintain the secrecy of the Confidential Information.
In addition, each Party shall:
- not use the Confidential Information only for the part of the contract;
- not disclose the Confidential Information only to team members who need to use this information to perform the contract. To this end, each Party undertakes to notify staff of the confidentiality of information;
- not disclose Confidential Information to third parties, except with the express prior consent of the other Party, or order of a court or any authority or control if such disclosure was necessary for the implementation or prove the existence of rights under the contract.
Are not considered Confidential Information under the contract:
- information developed by one of the parties independently;
- the information that was in the public domain or fall there without the beneficiary is at fault or negligent.
Each Party agrees to comply with the obligations under this section for the duration of its business relationship with the other Party as submitted to the CGS and applicable for a period of five (5) years after its expiration.
Article 13 – Protection of personal data
Each party is responsible for the files it is for its own account.
In particular, each party is responsible for reporting to the CNIL as may be necessary, information from individuals whose data are collected to allow the effective exercise of their rights, security and confidentiality of data processed .
The personal data requested from the Customer is required to process and implementation of its demands. They also allow Ultra Prod learn more about its customers and improve its services.
These data are intended to prod Ultra and its partners. To express agreement between the Parties in the event of complaints Places Markets on the activity of the Client, Ultra Prod may report to Market Places all personal information in its possession concerning the Client.
Under the Data Protection Act of 6 January 1978, the Customer has at any time a right of access and rectification of data. To exercise their rights, simply contact Ultra Prod (indicating his name, address and e-mail) by mail to the following address: ULTRA PROD – 85 rue de Cannes – Le Cannet 06110.
Ultra Prod agrees to take all reasonable steps to protect the personal data of its customers.
The Customer is also informed that cookies registering certain information stored in the memory of the hard disk of his computer. This information is used to generate Ultra Prod audience statistics Site and easy navigation on the ECE.
The Customer has the option to accept or refuse registration of cookies. Most Web browsers automatically accept cookies, but the client can change the browser settings to decline cookies if desired. If the customer configures their browser to reject cookies, it will enter their account information at each visit and could see his navigation on the ECE disturbed.
The Customer warrants Ultra Prod before any transfer of personal data, it shall inform its employees and agents all the information set out above and that seek their agreement to the treatment described above.
Article 14 – Force Majeure
14.1 Each Party will have its suspended automatically and without formality requirements and clear liability for the occurrence of event, having the legal character of the force majeure or fortuitous event, as defined by the courts.
14.2 Each Party shall notify the other Party as soon as possible within four hours of the occurrence of any of the events listed above, and will endeavor to mitigate or eliminate the effects in soon.
14.3 Either party may terminate this Agreement by registered letter with acknowledgment of receipt to the other Party, if the execution of this contract is suspended or delayed by reason of force majeure, without any compensation sides.
Article 15 – Partial invalidity / No Waiver
If one or more provisions of this Agreement are held to be invalid or declared as such under any law, regulation or a final decision of a competent court, other provisions shall remain in full force and all their scope.
The Parties agree to replace the void or invalid clause, a clause that is closest in content to the initial clause.
The failure of either party not to claim a breach by the other Party to any of the obligations under the contract shall be construed, for the future, as a waiver of the requirement in question.
Article 16 – Applicable Law
MSAs are governed and interpreted under the laws of the French Republic.
Article 17 – Disputes – Jurisdiction
In case of dispute concerning the interpretation or execution of this contract, express and sole jurisdiction of the court Cannes including the interlocutory proceedings or at the request and that, notwithstanding multiple defendants or warranty.