Terms and conditions

Between SAS Smial.net 12 place de l’église – 27320 Saint-Germain-sur-Avre – France

represented by

SAS BLWH

as President, duly authorized for the purposes hereof.

Hereinafter referred to as the “Seller” or the “Company”,

On the one hand,

And the natural or legal person purchasing products or services from the Company,

Hereinafter, the “Buyer”, or the “Customer”.

On the other hand,

The following has been stated and agreed upon:

Article 1: Purpose

These general terms and conditions of sale (GTC) apply to all annual subscription services and products sold online on the website www.smial.net published by the seller, hereinafter referred to as “the website”.

Article 2: General provisions

Any purchase of goods or services on the website implies full acceptance by the Buyer of these GTC.

The Seller also ensures that their acceptance is clear and without reserve by putting in place a checkbox whose click is worth validation and acceptance by the Buyer. The validation of the order by the Customer implies acceptance without restriction or reservation of these General Conditions of Sale. The Customer declares that he has read all of these General Terms and Conditions of Sale, and, if applicable, the Special Terms and Conditions of Sale related to a product or service, and accepts them without restriction or reservation. The Customer acknowledges that he/she has received the necessary advice and information in order to ensure that the offer meets his/her needs.

The Seller reserves the right to modify the present Terms and Conditions at any time by publishing a new version on its website. The modifications of these General Conditions of Sale are opposable to the users of the Internet site as from their on-line publication.

The applicable GTC are those in force at the date of payment of the order of services or products. These GTC are available on the Seller’s website at the following address: http://www.smial.net/fr/cgv/.

These General Terms and Conditions of Sale may be supplemented by special conditions, stated on the website, before any transaction with the Customer.

Article 3: Products and services

The products and services governed by these terms and conditions of sale are those which appear on the Seller’s website and which are indicated as sold, supplied and shipped by the Seller. They are described and presented as accurately as possible. Should any errors or omissions be made in their presentation, the Seller shall not be held liable.

The choice and purchase of a Product are the sole responsibility of the Customer.

The website offers annual subscriptions to its services: a free formula and several paid formulas, each giving access to different levels of services. Each paid subscription must be renewed annually by its holder in order to benefit from the website services. If the holder of a paid subscription does not renew it, he/she will automatically be switched to the free subscription.

The Seller reserves the right to modify the service levels of the subscriptions at any time, in particular by adding features, by informing the holder at least one week in advance.

The products sold by the Company provide access to the services available on the Seller’s website. The products must be registered and activated by a holder of a subscription to the services on the Seller’s website. The level of services delivered for the product corresponds to the subscription level of the holder for whom the product is registered, at the date of access to the service.

Article 4: Prices

The prices of the services and products sold on the website are indicated in Euros, exclusive of tax and inclusive of all taxes and explicitly indicated on the pages describing the subscriptions and products. Customs duties or other local taxes or import duties or state taxes may be payable in certain cases. These rights and sums are not the responsibility of the Seller. They shall be borne by the Buyer and are the Buyer’s responsibility (declarations, payment to the relevant authorities, etc.).

The Vendor reserves the right to modify its prices at any time, but undertakes to apply the prices in force at the time the order is registered, subject to availability on that date. The telecommunication costs necessary to access the services of the Seller’s website are at the expense of the Customer, as well as the delivery costs, if any.

An invoice is issued by the Seller and given to the Customer upon delivery of the ordered Products.

Article 5: Sales contract – placing the order

In accordance with the provisions of Article 1127-1 of the Civil Code, the Buyer follows a series of steps to place his order by electronic means:

• Information on the essential characteristics of the service or product and, if applicable, its options
• Indication of the essential details of the Customer (identification, email, address…)
• Verification of the elements of the order and, if necessary, correction of errors.
• Viewing and acceptance of these General Terms and Conditions of Sale (GTCS).

This validation implies the acceptance of the entirety of the present General Conditions of Sale as well as the general conditions of use of the website.

Before proceeding with the confirmation, the Buyer has the possibility to check the details of his order, its price, and to correct any errors, or to cancel his order. It is the Customer’s responsibility to verify the accuracy of the order and to report or correct any errors immediately.

• This is followed by instructions for payment, payment of the service or products, and then delivery of the order.

The Customer will receive confirmation by e-mail of the payment of the order, as well as an electronic acknowledgement of receipt of the order confirming it.

The sale is final only after the confirmation of the acceptance of the order by the Vendor is sent to the Customer by e-mail, which must be sent without delay, and after the Vendor has collected the full price.

• During the ordering process, the customer has the opportunity to identify and correct any errors made in the data entry.

The language proposed for the conclusion of the present sales contract is the French language or the English language at the choice of the Purchaser.

Any order placed, validated by the Customer and confirmed by the Seller, under the conditions and according to the methods described above, on the Internet site constitutes the formation of a contract concluded at a distance between the Customer and the Seller.

Once confirmed and accepted by the Seller, under the conditions described above, the order cannot be modified.

Once confirmed and accepted by the Seller, under the conditions described above, the order cannot be cancelled, except for the exercise of the right of withdrawal or in case of force majeure.

Article 6: Transfer of ownership

The transfer of ownership of the Seller’s Products to the Customer shall only be made after full payment of the price by the latter, regardless of the date of delivery of the Products.

Regardless of the date of transfer of ownership of the Products, the transfer of the risks of loss and deterioration relating thereto shall be made only at the time the Customer takes physical possession of the Products, which shall therefore travel at the risk of the Seller, except when the Customer uses a carrier that he has chosen himself, independent of the Seller, in which case the transfer of risks shall be made at the time of delivery of the Products ordered by the Seller to the carrier chosen by the Customer.

Article 7: Payment and proof of transaction

Payments are made online by credit card on the day of the order and for the entire order. The website guarantees the security of online payments. Any payment on the website implies the acceptance of the order by the Buyer. The Buyer guarantees to the Seller that he has the necessary authorizations to use the method of payment chosen by him during the validation of the order. The Vendor reserves the right to cancel or refuse any order from a Customer with whom there is a dispute concerning the payment of a previous order.

The transactions are archived and kept as proof of the transaction. In case of dispute, only the recording of the transaction by the website is authentic.

Article 8: Refusal of payment authorization

In case of refusal of payment authorization by the banking establishment, the website reserves the right to suspend the order. The website cannot be held responsible for the consequences of a refusal of payment authorization.

Article 9: Withdrawal period

In accordance with the legal provisions, the Buyer has the right to withdraw without giving any reason, within fourteen (14) days from the date of receipt of his order. The right of withdrawal can be exercised by contacting Smial.net through the contact form. In case of exercising the right of withdrawal within the aforementioned period, the price of the product(s) purchased and the shipping costs shall be reimbursed, with the return shipping costs remaining at the Buyer’s expense. The return of the products must be done in their original state and complete, they must if possible be accompanied by a copy of the proof of purchase.

The refund will be made within 14 days of the notification to the Seller of the decision to withdraw.

Article 10: Availability of products, refund and delivery times

The offers of Products on the website are within the limits of available stocks. Except in case of force majeure or during periods of closure of the online store which will be clearly indicated on the website, delivery times are 5 working days from the next day of the order for metropolitan France and Corsica, and 15 working days for the DOM-TOM or other countries.

The Seller undertakes to make its best efforts to deliver the products ordered by the Customer within the time limits specified above. However, these deadlines are communicated as an indication.

If the Products ordered have not been delivered within the time limits indicated above, for any reason other than force majeure or the fault of the Customer, the Customer may notify the Seller of the termination of the sale, after having given the Seller formal notice to perform within a reasonable additional period of time which has not been respected by the Seller.

If the products are no longer available, the website undertakes to reimburse the buyer as soon as possible.

The delivery of the Products is accompanied by the handing-over of the instructions for use and the installation instructions.

Article 11: Delivery terms

The delivery is made to the address indicated by the buyer when ordering. In case of an erroneous address, the Seller cannot be held responsible for the non-delivery of the product. If the product is returned to the Seller, a reshipment will be possible, at the Buyer’s expense.

Article 12: Delivery errors or non-conformity of the products

In case of error of delivery or non-conformity of the delivered products, the buyer will be able to address a complaint to the website within 14 days as from the reception of the order. The Seller undertakes to exchange or refund the product as soon as possible.

Article 13: Product warranty

The products sold on the website are subject to a legal guarantee of conformity and a legal guarantee of hidden defects in accordance with the legal provisions in force.

Article 14: Intellectual Property Rights

The brands, domain names, products, software, images, videos, texts or more generally any information subject to intellectual property rights as well as the content of the website are and remain the exclusive property of the seller. No transfer of intellectual property rights is made through these GTC. Any total or partial reproduction, modification or use of this content and/or these goods for any reason whatsoever is strictly prohibited and may constitute an infringement of copyright.

Article 15: Anticipation

In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.

Article 16: Force majeure

The performance of the seller’s obligations hereunder shall be suspended in the event of the occurrence of a fortuitous event or force majeure that would prevent the performance thereof. The seller shall notify the customer of the occurrence of such an event as soon as possible.

Article 17: Invalidity and modification of the contract

Should any of the provisions of this contract be invalidated, such invalidity shall not entail the invalidity of the other provisions which shall remain in force between the parties. Any contractual modification is only valid after a written and signed agreement of the parties.

Article 18: Protection of personal data

Pursuant to Law 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Customer are necessary for the processing of his order and the preparation of invoices, in particular.

This data may be communicated to any of the Seller’s partners responsible for the execution, processing, management and payment of orders.

The processing of information communicated through the smial.net website complies with the legal requirements regarding the protection of personal data, as the information system used ensures optimal protection of this data.

The Customer has, in accordance with national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of information concerning him.

This right can be exercised under the conditions and according to the methods defined on the smial.net website.

Article 19: Applicable law – Language

The present General Terms and Conditions of Sale and the operations resulting from them are governed by French law.

They are written in French. In the event that they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

Article 20: Disputes

All disputes to which the purchase and sale operations concluded in application of the present general conditions of sale could give rise, concerning both their validity, their interpretation, their execution, their cancellation, their consequences and their consequences and which could not be resolved between the Seller and the Customer will be submitted to the competent courts under the conditions of common law.

The Customer is informed that he can in any case resort to a conventional mediation, in particular with the Commission of the mediation of consumption (C. cons. art. L 612-1) or with the existing authorities of sectorial mediation, or with any alternative mode of settlement of the disputes (conciliation, for example) in the event of contesting.

If the dispute must be brought before the courts, it is recalled that pursuant to Article L 141-5 of the Consumer Code: the consumer may choose, in addition to one of the courts territorially competent under the Code of Civil Procedure, the court of the place where he resided at the time of the conclusion of the contract or the occurrence of the harmful event.

It is also recalled that, in accordance with Article 14 of Regulation (EU) No. 524/2013, the European Commission has established an Online Dispute Resolution platform, facilitating the independent out-of-court settlement of online disputes between consumers and professionals in the European Union.