Terms of Sale

1. Preamble

These Terms of Sale (hereinafter the “Terms”) govern the contractual relationship between:

• The Publisher: Léo Petit, a sole proprietorship under the micro-entreprise scheme, whose registered office is at 3 rue Robert Schuman, 95880 Enghien-les-Bains, registered with the Pontoise Trade and Companies Register under number 990 947 004 (SIRET: 99094700400018), represented by Léo Petit as a sole trader.
• The Client:any natural or legal person, acting in a professional capacity, who subscribes to the Pépite Pass service (hereinafter the “Service”).

The Service is intended exclusively for professionals (retailers, tradespeople, businesses) acting within the scope of their professional activity. These Terms do not apply to consumers within the meaning of the introductory article of the French Consumer Code (Code de la consommation).

Any subscription to the Service implies the Client's full and unreserved acceptance of these Terms, which the Client acknowledges having read beforehand.

2. Purpose

The purpose of these Terms is to define the conditions under which the Publisher provides the Client with the Pépite Pass Service, a SaaS customer loyalty platform which includes in particular:

• the creation and management of digital loyalty cards compatible with Apple Wallet and Google Wallet;
• sending push notifications, emails and SMS to the Client's end customers;
• a customer analytics dashboard (CRM, segments, statistics, retention);
• geolocation for proximity notifications;
• the other features described on the pepitepass.fr website.

3. Subscription and account creation

Subscription is carried out exclusively online via the form available at pepitepass.fr/signup. The Client must provide accurate, complete and up-to-date information, and declares that it has the authority to enter into a contract on behalf of the entity it represents.

The Client is responsible for keeping its login credentials confidential. Any action taken from its account is presumed to have been carried out by the Client. In the event of loss or compromise, the Client must inform the Publisher without delay at contact@pepitepass.fr.

4. The offer and pricing

The Service is offered under a single subscription plan:

• Pépite Pass subscription
• Price: the rate in force, shown at signup and before any payment
• Commitment: none, cancellable at any time
• Trial period: free trial, no bank card required

Prices are shown in euros. VAT not applicable, article 293 B du CGI. As a micro-entreprise, the Publisher benefits from the VAT exemption scheme (franchise en base de TVA). No VAT is charged to the Client.

The Publisher reserves the right to change its prices at any time. Any change will be notified to the Client by email with a minimum of 30 days' notice. The Client retains the right to cancel its subscription, free of charge, before the new price takes effect.

5. Free trial period

Every new Client is entitled to a free trial period from the date of subscription, with no bank card required. No amount is charged during this period. At the end of the trial, the subscription switches to paid mode if a payment method has been registered; otherwise, the account is suspended without any charge and can be reactivated at any time.

The Client may cancel its subscription at any time during the trial from its personal account (“Manage my subscription”), without any amount being charged. The free trial period is limited to one trial per Client.

6. Payment terms

Payments are processed exclusively by our provider Stripe Payments Europe Ltd, an authorised payment institution. The Publisher never stores the Client's bank card details.

The subscription is billed in advance for the upcoming period, on the anniversary date of the subscription (at the end of the trial period). Where payment is made by bank card, the Client authorises the Publisher to automatically charge the registered payment method for each instalment.

In the event of a failed payment, the Publisher will make several automatic charge attempts over a 7-day period. The Client is notified by email after each failure. If the situation is not resolved within this period, the Publisher reserves the right to suspend access to the Service until payment is brought up to date, in accordance with Article 8 below.

In accordance with Article L441-10 of the French Commercial Code (Code de commerce), any late payment automatically triggers penalties calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, together with a fixed recovery-cost indemnity of €40.

7. Term and renewal

The subscription is entered into for an indefinite term from the end of the trial period. It renews automatically each month by tacit renewal, until cancelled by the Client or by the Publisher under the conditions of Article 8.

8. Termination

8.1 Termination by the Client

The Client may terminate its subscription at any time, free of charge and without having to give a reason, from its personal account via the “Manage my subscription” button (Stripe billing portal). Termination takes effect at the end of the current billing period already paid for. No pro-rata refund is due.

8.2 Termination by the Publisher

The Publisher may terminate the subscription, automatically and without notice, in the event of:

• persistent non-payment for more than 7 days after the first failed attempt;
• a serious breach by the Client of its contractual obligations (in particular misuse of the Service, unlawful content, failure to comply with the Terms of Use);
• false statements made at registration;
• the Client's cessation of business, receivership or compulsory liquidation (unless otherwise required by law).

For any other reason, the Publisher may terminate the subscription with 30 days' notice given by email.

8.3 Consequences of termination

Upon termination, access to the Service is disabled. The Client may export its data within 30 days of the effective termination by sending a request to contact@pepitepass.fr. After this period, the data is deleted in accordance with the Privacy Policy, subject to the statutory retention periods.

9. Availability of the Service

The Publisher undertakes to use all reasonable means to ensure the availability of the Service. However, as the Service is provided “as is”, the Publisher does not guarantee absolute availability. Interruptions may occur, in particular due to:

• scheduled maintenance (notified 48 hours in advance where possible);
• emergency maintenance;
• the failure of a subcontractor (Apple, Google, AWS, Stripe, etc.);
• force majeure within the meaning of Article 1218 of the French Civil Code (Code civil).

No service level guarantee (SLA) is provided under the standard plan. A service level agreement may be concluded on a quotation basis for Clients with specific requirements.

10. Client's obligations

The Client undertakes to:

• use the Service in accordance with these Terms and the Terms of Use;
• obtain the explicit consent of its own end customers before sending marketing communications (push, SMS, email), in accordance with the GDPR and the ePrivacy Directive;
• not use the Service for unlawful, fraudulent or improper purposes;
• not attempt to circumvent the technical or security limitations of the Service;
• comply with the legal obligations applicable to its business (in particular tax, accounting and GDPR obligations).

The Client is solely responsible for the content it publishes or distributes via the Service, and for the communications it sends to its end customers. The Publisher cannot be held liable for the content of messages sent by Clients.

11. Intellectual property

All the elements making up the Service (source code, design, trademarks, logos, databases) remain the exclusive property of the Publisher. The subscription grants the Client a personal, non-exclusive, non-assignable and non-transferable right of use for the duration of the subscription.

The Client retains full ownership of the content it publishes on the Service (logos, photos, texts, customer data) and grants the Publisher a non-exclusive licence to use it for the sole purpose of providing the Service.

12. Personal data

The processing of personal data is governed by the Privacy Policy. For the end-customer data that the Client records in Pépite Pass, the Publisher acts as a data processor within the meaning of the GDPR. A data processing agreement (DPA) is available on request at contact@pepitepass.fr.

13. Liability

The Publisher is bound by a best-efforts obligation in providing the Service. Its liability may only be incurred in the event of a proven fault by the Client.

In any event, the Publisher's total liability, for all damages combined, is capped at the total amount actually paid by the Client during the last 12 months preceding the event giving rise to the damage.

The Publisher cannot be held liable for:

• indirect or intangible damages (loss of revenue, loss of customers, damage to reputation);
• failures of technical subcontractors (Apple, Google, AWS, Stripe, Brevo, etc.);
• the consequences of improper use of the Service by the Client;
• force majeure events.

14. Amendments to the Terms

The Publisher reserves the right to amend these Terms at any time. Any substantial change will be notified to the Client by email with 30 days' notice. Unless the Client terminates during this notice period, the new Terms apply automatically at the end of the notice period.

15. Assignment

The Client may not assign, transfer or sub-license its subscription to a third party without the Publisher's prior written consent. The Publisher may freely assign the benefit of this contract to a third party, in particular as part of a reorganisation, merger or transfer of business.

16. Governing law and jurisdiction

These Terms are governed by French law. Failing an amicable resolution, any dispute relating to their performance or interpretation falls within the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris), notwithstanding multiple defendants or third-party proceedings.