Last Modified: November 7th, 2022
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Entry into force: 07/11/2022
Company identification
MODARESA can be contacted at the following e-mail address: info@modaresa.com.
Purpose
MODARESA offers a web application/SaaS that automates and optimizes the scheduling of buying, walkthrough, and business appointments, both for face-to-face and virtual modes (a “Meeting“), between the Brand and its wholesale clients (buyers or press) (individually, an “Invitee“) (the “Services“) through the platforms app.modaresa.fr and app.modaresa.com (the “Platform“).
Conditions for access to the Services
Brands may access the Services if they comply with the following conditions cumulatively:
The Brand is a natural person who has the full legal capacity or a legal entity acting through a natural person who has the power and authority to enter into contracts in the name and on behalf of the Brand; and
The Brand is a professional, defined as any individual or legal entity engaging in business activities, including when operating in the name of or on behalf of another professional.
Subscription to the Services
Prior to any use of the Platform and Services, it is the responsibility of the Brand, as identified in the Quotation, to provide MODARESA with useful information and documents to enable it to identify its needs and expectations. MODARESA will establish a Quotation, based on the Brand’s needs.
The Services are accessible through the Platform.
Upon acceptance of the Quotation, MODARESA will open an account on behalf of the Brand (the “Brand Profile”), enabling the Brand to manage its use of the Services and access the Platform.
Unless the Brand has opted for the Onboarding Service (as stated in the Quotation), it is the Brand’s responsibility to allow users (the “Users”) to benefit from the Services directly through the Brand Profile.
Whatever the case may be, it is the Brand’s responsibility to select Users who have special access to the Services, to determine the nature of their access, and to determine which Services, data and information they have access to. Users access the Platform by creating an account on the Platform attached to the Brand Profile (each a “User Account“).
The Brand is solely responsible for the personal use by the Users of the Platform and/or their User Account.
Description of the Services
Services
Before subscribing, the Brand acknowledges having read the characteristics of the Services on the Platform. The Brand acknowledges:
to be aware of the characteristics and constraints of the Services, and in particular, the technical ones,
that the implementation of the Services requires an Internet connection and that the quality of the Services depends on this connection, for which MODARESA is not responsible.
The Brand subscribes to the Services described in the Quotation. In particular, the Brand may have access to the following Services:
MODARESA is a web-application/SaaS that automates and optimises the scheduling of buying, walkthrough, and business appointments, between a Brand and its Invitees, both for face-to-face and virtual appointments.
Through the activation of specific algorithms at the Brand’s disposal under configuration of their settings in their profile, MODARESA invites the Brand’s Invitees and allocates them to their right appointments (each, an “Invitation”), taking into consideration multiple constraints.
Managers, freelancers and agents have different rights in the Brand’s MODARESA profile, in order to maintain data sensitivity according to the fashion industry standards.
Each of the Invitees receive a unique and temporary link containing a token, enabling the Invitee to book an appointment with the Brand in a few clicks. The Invitees can book an appointment for themselves and/or for colleagues simultaneously.
The Brand can at all times add manual appointments, reduce, extend or cancel an automatic appointment or suggest specific appointments to their clients, through the platform.
MODARESA tracks how and what appointments are made within the profile, with the aim of delivering analytics and statistics to the brand in the future.
The Brand can also subscribe for an onboarding service, which consists in the assistance in accessing, to the Platform and setting up the Company structure, uploading the Invitees’ CRM and trainings for the Brand’s team (the “Onboarding”).
Invitations are limited to the number of Invitations subscribed to and up to a maximum of 20 simultaneous Meetings, as specified in the Quotation.
Inactivity on the Platform or not using all or part of the Invitations do not constitute a cause for termination or reduction of the price.
MODARESA reserves the right to propose any other Services that it deems useful, in a form, and according to the technical means, that it deems the most appropriate for the provision of said Services.
Any request for modification of the subscribed Services or addition of Invitations must be the subject of an additional Quotation.
Additional Services
Maintenance
The Brand benefits from corrective and upgrading maintenance, for the term of use of the Platform. In this context, access to the Platform may be restricted or suspended.
Regarding corrective maintenance, MODARESA will use its best efforts to provide corrective maintenance to the Brand to correct any malfunction or bug detected on the Platform.
Regarding the upgrading maintenance, during the term of use of Platform, the Brand shall benefit from an upgrading maintenance, that MODARESA may carry out automatically and without prior notice, and which shall include improvements of the functionalities of the Platform and/or technical facilities used within the framework of the Platform (aiming at introducing minor or major enhancements).
Access to the Platform may also be restricted or suspended for planned maintenance purposes, which may include the corrective and upgrading maintenance operations mentioned above.
Hosting
MODARESA shall provide, under the terms of a best-efforts obligation, the hosting of the Platform, as well as the data generated and / or entered by / on the Platform, on its servers or through a professional hosting provider.
Technical support
In the event of difficulties in using our Services, the Brand may contact MODARESA at the contact details indicated above in the article “Company identification”.
Term of the Services
The Brand can subscribe to the Services on a subscription basis (the “Subscription“), commencing on the date specified on the Quotation, subject to payment of the price in accordance with Article “Financial Terms”, for an initial period of one year, unless otherwise specified on the Quotation.
At the end of the initial period, the Brand can renew its Subscription. The terms and conditions of this Subscription shall be specified in a new Quotation.
Prior to the Subscription, the Brand may take advantage of a Trial Period (the “Trial Period“), the terms, the duration, and the fees of which shall be set forth in the Quotation. At the end of the Trial Period and unless notice of termination is given by the Brand by registered letter with acknowledgement of receipt, or by email, at the latest 30 days before the end of the Trial Period , the Subscription shall commence on the terms and conditions set forth herein.
If the Brand wishes to upgrade to a package with a larger number of Invitations, it may subscribe to new Invitations with MODARESA under a new Quotation.
Financial Terms
Price
The prices for the Services, including the price for the Trial Period, if any, depend on the Subscription and are specified in the Quotation.
Any Subscription started is due in full.
If an exchange rate is applicable, the Brand is responsible for any exchange fees incurred at the time of payment of the price. If applicable, the Brand is solely responsible for the payment of all bank fees associated with the payment of the prices, except for MODARESA bank’s charges.
Invoice and payment terms
MODARESA’s invoicing and payment terms are specified in the Quotation.
The Brand warrants to MODARESA that it has the necessary authorizations to use this method of payment.
If MODARESA is required to pay the Brand a sum of money, the amount and due date of which are undisputed, this sum shall be set off against the price of MODARESA’s Services by operation of law and without formalities, whether or not the conditions for legal set-off are met.
Payment delays and incidents
In the event of default or late payment, MODARESA reserves its right, from the day after the due date shown on the invoice, to:
To declare all sums owed by the Brand to MODARESA to be in arrears and immediately payable,
Immediately suspend current Services until the amounts owed are paid in full,
Invoice for our benefit an interest on arrears equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to any additional compensation if the collection costs actually incurred exceed this amount.
Intellectual property
The Platform is the property of MODARESA, as are the software, infrastructures, databases, and content of any kind (texts, images, visuals, music, logos, brands, etc.) that MODARESA uses. They are protected by all intellectual property rights in force or by the rights of database producers. The licence granted by MODARESA to the Brand does not entail any transfer of ownership.
The Brand, and the Users, shall benefit from a non-exclusive and non-transferable licence to use the Platform in SaaS mode for the duration indicated in the “Term of the Services” article.
The Parties may use their respective names, brands and logos and refer to their respective platforms as commercial references for the duration of their contractual relationship and 3 years thereafter.
Personal data
General provisions
As part of their contractual relations, each Party shall undertake to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and to the French Data Protection Act of 6 January 1978 (hereinafter referred together as the “Applicable Regulation”).
Each Party processes personal data of contact person of the other Party involved in the performance of the Terms and Conditions, as data controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the Parties and for the duration of the Terms and Conditions. These processing are carried out for the execution of the Terms and Conditions and only identification data (in particular surname, first name, email address, telephone number) are processed by the Parties.
Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between Parties. The staff of the Party controller of the processing, its control services (notably auditor) and its processors could have access to personal data.
The processing may result in the exercise by each Party’s contact person of their rights under the Applicable Regulation.
Processing of personal data by MODARESA as a data processor
Purpose
The purpose of this article is to define the conditions under which MODARESA undertakes to carry out, on the Brand’s behalf, the personal data processing operations defined below.
Description of the processing carried out by MODARESA
As part of the Services, MODARESA processes personal data in the name and on behalf of the Brand as a data processor, while the Brand acts as a data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Appendix 1 of the Terms and Conditions.
MODARESA’s obligations with respect to the Brand
Data processing:
MODARESA undertakes to process the personal data only for the purposes listed in Appendix 1 and in accordance with the Brand’s documented instructions, including with regard to transfers of data outside the European Union. Where MODARESA considers that an instruction infringes the Applicable Regulation, he shall immediately inform the Brand thereof. Moreover, if MODARESA shall process personal data and transfer them to a third country or an international organization, according to the applicable laws of the Terms and Conditions, he shall inform the Brand of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
Security and data confidentiality:
MODARESA undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. MODARESA ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Sub-processors:
MODARESA is authorized to use processors (hereinafter “the Sub-Processor“) listed in Appendix 1 to carry out specific processing activities. MODARESA shall inform the Brand, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Brand has a period of fifteen (15) calendar days from the date of receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Brand shall be deemed to have authorized the use of the relevant Sub-Processor.
The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Brand’s instructions. MODARESA shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulation. If the Sub-Processor fails to fulfil its data protection obligations, MODARESA remains fully liable to the Brand for the Sub-Processor’s performance of its obligations.
Transfer of personal data outside the European Union:
MODARESA is authorized to transfer personal data processed as part of the Terms and Conditions to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR.
Assistance and provision of information:
MODARESA undertakes to assist the Brand and to respond without undue delay to any request for information sent by the Brand, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Brand’s data protection officer.
Notification of personal data breach:
MODARESA shall notify the Brand of any personal data breach relating to the processing operations covered by the Terms and Conditions, without undue delay after becoming aware of it and to provide the Brand with all relevant information and documentation relating to such personal data breach.
Fate of the data:
MODARESA undertakes at its election to delete or return personal data at the termination of the Terms and Conditions and not to keep a copy unless Union or Member State law requires storage of the personal data.
Documentation:
MODARESA shall make available to the Brand, at the Brand’s request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Brand may carry out audits once a year, at its own expense to verify MODARESA’s compliance with the obligations set forth in this article. The Brand will inform MODARESA of the audit at least two (2) weeks before. MODARESA may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for MODARESA’s activity. The audit shall not threaten (i) technical and organizational security measures implemented by MODARESA, (ii) security and confidentiality of data of MODARESA’s other customers, (iii) the proper functioning and organization of MODARESA. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to MODARESA as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.
Brand’s obligations with respect to MODARESA:
The Brand undertakes to:
provide MODARESA with the personal data mentioned in Appendix 1, except any improper, disproportionate or unnecessary personal data, and except any “particular” personal data within the meaning of the Applicable Regulation;
collect under its liability, lawfully, fairly and in a transparent manner the personal data provided to MODARESA, for the performance of the Services, and in particular, to ensure the lawfulness of processing and the information due to data subjects;
maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable Regulation;
ensure, before and throughout the processing, compliance with the obligations set out in the Applicable Regulation.
Obligations and liability of the Brand
Regarding the provision of information
The Brand must provide MODARESA with all the information necessary for subscription to and use of the Services.
Regarding the Brand Profile
The Brand:
guarantees that the information provided in the form is correct and undertakes to keep it up to date,
acknowledges that this information is proof of its identity and is binding on the Brand once it is confirmed,
is responsible for the confidentiality and security of its login and password. Any access to the Platform using its username and password shall be deemed to have been made by the Brand.
The Brand is required to contact MODARESA immediately if it becomes aware that its Brand Profile and/or any of its User Accounts have been used without its knowledge. The Brand acknowledges and accepts that MODARESA has the right to take appropriate measures in such circumstances.
Unless the Brand has opted for the Onboarding Service, it shall be solely responsible for setting up access for Users and for determining their access rights.
Regarding the use of the Services
The Brand is responsible for its own use of the Services and any information that it may share in connection therewith. The Brand is also responsible for Users’ use of the Services and any information they shared. The Brand agrees that the Services will be used exclusively by itself and/or Users, who shall subject to the same obligations as the Brand when using the Services.
The Brand undertakes to comply with the applicable laws when using the Services. The Brand shall not misuse the Services for purposes other than those for which they are intended, including, without limitation, the following:
conduct illegal or fraudulent activities,
harm public order and morality,
infringe on third parties or their rights in any way whatsoever,
violate any contractual, legislative, or regulatory provision,
perform any activity that may affect the computer system of third party, especially with the aim of violating its integrity or security,
perform any operation aimed at promoting its services and/or sites or those of a third party,
support or incite a third party to commit one or more of the aforementioned acts or activities.
The Brand shall use the Services in accordance with its intended purpose and shall not:
disassemble, decompile, or reverse engineer the Platform,
copy, modify or misappropriate any of the MODARESA’s property or concepts used by the MODARESA in connection with the Services,
engage in any conduct that interferes with or hijacks the MODARESA’s computer systems or breaches its computer security measures,
infringe the MODARESA’s financial, commercial, or moral rights and interests,
grant any third party (other than Users and Invitees) access to the Platform for any reason whatsoever,
market, transfer or otherwise provide access to the Services, the information hosted on the Platform or any of the MODARESA’s property.
The Brand guarantees that Users and Invitees grant MODARESA permission to exploit the data generated by their use of the Service.
The Brand is responsible for any relation it establishes with Invitees on the Platform.
The Brand indemnifies MODARESA against any claim and/or action that may be brought against it because of the breach of any of its obligations under the Terms and Conditions. The Brand shall indemnify MODARESA for any loss suffered and reimburse MODARESA for any amounts it may have to bear as a result.
Obligations of MODARESA
MODARESA undertakes to provide the Services with due diligence, it being understood that MODARESA is bound by a best-efforts obligation.
Concerning the quality of the Services
MODARESA makes its best efforts to provide the Brand with quality Services. For this purpose, MODARESA carries out regular checks to verify the functioning and accessibility of the Platform and may carry out scheduled maintenance under the conditions specified in the “Maintenance” section.
However, MODARESA is not responsible for any difficulties or temporary impossibility of access to the Platform due to:
circumstances outside of its network (including partial or total failure of the Brand’s servers),
the failure of equipment, cabling, services or networks not included in the Services, or which are not under its responsibility,
interruption of the Services by telecom operators or internet service providers,
the Brand’s intervention, in particular through an incorrect configuration applied to the Services,
force majeure.
MODARESA is responsible for the functioning of its own servers, the outer limits of which are the connection points.
In particular, the Brand accepts that the Services are provided by MODARESA on an “as is” basis and without warranty of any kind, express or implied. MODARESA does not warrant to the Brand (i) that the Services, which are subject to constant research to improve performance and progress, will be completely free from errors, defects, or deficiencies, (ii) that the Services, being standard and not offered solely for the Brand’s own personal requirements, will specifically meet the Brand’s needs and expectations.
Concerning the service level guarantee of the Platform
MODARESA makes its best effort to maintain 24/7 access to the Platform except in the event of (i) scheduled maintenance as defined in the “Maintenance” section or (ii) force majeure.
Concerning the backup of data on the Platform
MODARESA will make its best efforts to backup any data produced and/or entered by/on the Platform.
However, except in cases of proven fault of MODARESA, MODARESA is not responsible for loss of Brand or Users’ data during maintenance operations.
Concerning data storage and security
MODARESA provides the Brand with sufficient storage capacity to operate the Services.
MODARESA shall make its best efforts to ensure data security by taking measures to protect the infrastructure and the Platform, to detect and prevent malicious acts, and to recover data.
Concerning the use of subcontracting and the transfer of rights and obligations
MODARESA may use subcontractors in the performance of the Services, who shall be subject to the same obligations as MODARESA in the performance of their work. However, MODARESA shall remain solely responsible to the Brand for the proper performance of the Services.
MODARESA may substitute any person who will be subrogated to all its rights and obligations under its contractual relationship. MODARESA will notify the Brand in writing of any such substitution.
Limitation of MODARESA’s liability
MODARESA’s liability shall be limited to proven direct damages incurred by the Brand as a result of the use of the Services.
Except in cases of bodily injury, death and serious misconduct, MODARESA’s liability shall be limited to an amount not exceeding half of the amounts received by MODARESA, in connection with the provision of the Services, in the past calendar year, provided that the claim is made by registered letter with acknowledgment of receipt, requested, within one month after the occurrence of the damage.
Agreement of proof
Evidence can be provided by any means.
The Brand acknowledges and expressly accepts that the data collected on the Platform and MODARESA’s computer equipment will serve as evidence of the reality of the operations carried out under these Terms and Conditions, in order to prove the reality of the Services performed and the calculation of their price.
Confidentiality
Each Party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other Party or held by it which comes to its knowledge in connection with the conclusion and performance of these Terms and Conditions and not to disclose them without the prior written consent of the other Party.
This obligation does not extend to documents and information:
of which the receiving Party was already aware,
which was already public at the time of their communication or which would become public without violation of this clause
which have been lawfully received from a third party
whose communication would be required by the judicial authorities, in application of laws and regulations or to establish the rights of a Party in the context of our contractual relationship
This obligation of confidentiality extends to all employees, collaborators, trainees, managers, and agents of each Party as well as their affiliated counsel and co-contractors, to whom confidential documents or information may be transmitted only if they are bound by the same obligation of confidentiality as provided herein.
This obligation of confidentiality shall survive the expiration or termination of the Subscription for a period of 3 years, regardless the reason for the termination.
The Brand acknowledges that it cannot give access to the Platform to third parties, especially MODARESA’s competitors, which are defined as BtoB wholesales platforms and virtual showroom platforms. In case of a violation of this clause, MODARESA may, without prior notice:
suspend access to the Services; and
charge the Brand a penalty up to 50,000 euros, as result of a breach of confidentiality, and without prejudice to any damages that MODARESA may claim as compensation for damages suffered.
Force majeure
In accordance with the provisions of article 1218 of the French Civil code, no Party may be held liable for a failure to perform its contractual obligations if this failure is due to an event beyond the control of the Parties and that constitutes a case of force majeure.
Force majeure is understood as the occurrence of an event that has the characteristics of unpredictability, irresistibility and exteriority to the Parties usually recognised by French law and courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters, or a defect attributable to a third-party telecommunication provider.
The Party prevented from doing so must inform the other Party as soon as possible, indicating the nature of the case of force majeure. The Parties shall meet in order to determine together the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure lasts for more than one month, each Party may terminate the Services, as of right, without any judicial formality, without prior notice and without any right to compensation of any kind whatsoever, by any written means with immediate effect.
If, because of a case of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the case of force majeure, as well as for its payment obligations.
As soon as the case of force majeure ceases, the Party prevented shall immediately inform the other Party and resume performance of the affected obligations within a reasonable period.
Termination of the Services
When Subscription is denounced, the Brand and the Users have no longer access to the Brand Profile and the Users Accounts.
Sanctions in the event of breach
The payment of the price for the Services as well as the obligations mentioned in the article “Obligations of the Brand” are essential obligations.
In the event of a breach of these obligations, MODARESA may:
suspend or terminate the access of the Brand and the Users to the Services,
publish on the Platform any message that MODARESA deems useful,
send to the Brand a registered letter with acknowledgement of receipt to:
terminate the contractual relationship, the termination being effective on the date of receipt or first presentation of this letter; or
to ask the Brand to remedy the breach within a maximum of 15 calendar days.
Termination shall be effective at the end of this period if the breach is not remedied and will result in the deletion of the Account and the Users Accounts,
notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
initiate any legal action.
These sanctions shall apply without prejudice to any damages MODARESA may claim against the Brand.
Amendment to the Terms and Conditions
MODARESA may modify its Terms and Conditions at any time and will notify the Brand in writing (including by email) at least 1 month before they come into effect.
The modified Terms and Conditions will apply when the Brand renews its Subscription.
If the Brand uses the Services after the amended Terms and Conditions come into force, MODARESA shall consider that the Brand has accepted them.
Applicable law and jurisdiction
The Terms and Conditions shall be governed by French law.
In the event of a dispute between the Brand and MODARESA, and in the absence of an amicable settlement within 1 month of the first notification, the dispute shall be subject to the exclusive jurisdiction of the courts of Paris (France), unless mandatory provisions provide otherwise.
APPENDIX 1 – PERSONAL DATA