Terms of Sale - Professional

These General Terms of Sale (hereinafter "Terms of Sale") govern the contractual relations between Stokode SARL (hereinafter "the Seller") and any Customer acting as a professional, that is to say any natural or legal person acting for purposes falling within the scope of its commercial, industrial, craft, liberal-profession or agricultural activity (hereinafter "the Customer"), wishing to take out a subscription to the StoFlow service.

Any subscription implies unreserved acceptance of these Terms of Sale, which prevail over any other document.

1.3 Amendment of the Terms of Sale
The Seller may amend these Terms of Sale to take account of legal, regulatory or technical developments, or to develop the Service. Any substantial amendment is notified to the Customer by email at least thirty (30) days before it enters into force. A Customer who refuses the new Terms of Sale may terminate its subscription without charge or penalty before they enter into force, obtaining a pro rata refund for the unused period. Failing termination within that period, the new Terms of Sale are deemed accepted. Purely formal amendments or amendments favourable to the Customer (editorial corrections, price reduction, addition of free features) take effect immediately.

1bis.1 Declaration of status
The Customer declares, at the time of subscription, that it is acting as a professional (a natural or legal person acting for purposes falling within the scope of its commercial, industrial, craft, liberal-profession or agricultural activity). The provisions of these Terms of Sale apply accordingly, in accordance with articles 9.1 and 9.2.

1bis.2 Reclassification in the event of manifestly professional use
If the actual use of the Service reveals a manifestly professional nature (regular and significant monthly sales volume, registration in the Trade and Companies Register, tax declaration of commercial activity, purchase for resale for profit, exceeding the legal thresholds applicable to individuals), the Seller may, after a formal notice that has remained unsuccessful for fifteen (15) days, apply to the Customer the terms corresponding to professional status.

2.1 Description of plans
The Seller offers different subscription plans for the StoFlow service. Details of the features and prices of each plan are available on the pricing page of the website.

2.2 Prices
Prices are stated in euros, all taxes included. The prices in force at the time of subscription apply for the entire duration of the current subscription period. Any price change takes effect only from the next renewal and is notified to the Customer by email at least thirty (30) days before that renewal. The Customer may then terminate without charge before the renewal date, in accordance with article 6.1.

2.3 AI credits
Some plans include Artificial Intelligence (AI) credits that allow the use of the automatic optimisation features. These credits are renewed monthly and cannot be carried over from one month to the next.

3.1 Ordering process
To take out a subscription, the Customer must:

1. Create a user account or log in to its existing account
2. Choose the desired subscription plan (monthly or annual)
3. Provide its billing information
4. Accept these Terms of Sale and the Privacy Policy
5. Proceed to payment

The order is final once payment has been validated. A confirmation email is sent to the Customer.

3.2 Payment methods
Payment is made by bank card via the secure Stripe platform. The Customer's banking data is transmitted directly to Stripe and is never stored by the Seller.

3.3 Payment security
Stripe is PCI-DSS Level 1 certified, guaranteeing the highest level of security for bank card transactions.

3.4 Invoicing
An invoice is issued and sent by email to the Customer after each payment. Invoices are also available in the customer area.

Contracts entered into between professionals do not benefit from the fourteen (14) day right of withdrawal provided for consumers by articles L221-18 et seq. of the French Consumer Code (art. L221-3 of the French Consumer Code).

Any subscription taken out by a professional Customer is firm and final upon validation of payment. The professional Customer may terminate its subscription in accordance with the conditions set out in article 6.1, with effect at the end of the current period.

Goodwill gesture
Although it is not required to do so, the Seller makes available to the professional Customer, in its customer area, the same renunciation option as that offered to consumers: within fourteen (14) days of the first payment, and only once per account, the subscription may be cancelled with a refund of the sums paid. This option becomes available again twelve (12) months after the last refunded cancellation. As this is a goodwill gesture and not a statutory right, the Seller may amend or withdraw it at any time for the future, without the professional Customer being able to rely on it.

5.1 Duration of the subscription
The subscription is taken out for a period of one (1) month or one (1) year, depending on the plan chosen by the Customer.

5.2 Automatic renewal
The subscription is automatically renewed at each due date for an identical period, unless the Customer terminates it before the renewal date.

The Customer will be informed by email of the due date of its subscription at least seven (7) days before the renewal date.

6.1 Termination by the Customer
The Customer may terminate its subscription at any time from its customer area or by contacting support at contact@stoflow.com.

Termination takes effect at the end of the current subscription period. The Customer retains access to the service until that date. No pro rata refund is made.

6.2 Termination by the Seller
The Seller may terminate the Customer's subscription as of right, after a formal notice sent by email and having remained without effect for fifteen (15) days, in the event of:

• non-payment of an instalment;
• serious and established breach of the Terms of Use;
• manifest breach of the marketplace best practices (article 6 bis);
• infringement of third-party rights or use contrary to public policy;
• decision of a judicial or administrative authority.

The Seller may terminate without prior formal notice in the event of:

• established fraud or manifestly fraudulent use of the Service;
• imminent and proven risk to the security of the Service, other users or data;
• an injunction by a public authority requiring immediate cessation.

In the event of termination for fault of the Customer, no refund, even pro rata temporis, is due. The Customer remains liable for payment of any sums that may remain payable on the date of termination.

6.3 Consequences of termination
On the date of termination, the Customer's account is deactivated and its data is processed in accordance with our Privacy Policy.

6bis.1 Independence of the Service from third-party marketplaces
The Service allows the Customer to interact with third-party marketplaces (Vinted, eBay, Etsy, Leboncoin, Vestiaire Collective, and others) whose terms and conditions apply exclusively between the Customer and those marketplaces. The Seller is neither a party to, nor a guarantor of, nor an agent for these contractual relationships.

6bis.2 Customer's undertaking to comply with best practices
The Customer undertakes to comply with the marketplace best practices published by the Seller at stoflow.com/docs/marketplaces/marketplace-best-practices, of which it acknowledges having become aware at the time of subscription and which it undertakes to consult regularly.

6bis.3 Consequences of non-compliance
The Customer's failure to comply with the recommended best practices releases the Seller from any liability for the resulting consequences, in particular any suspension, restriction, archiving, delisting or closure of the Customer's account by a third-party marketplace, as well as any loss of revenue or listings that would result from it.

7.1 Definitions
Referrer: Customer holding an active StoFlow account who shares their personal referral link.
Referred User: person who creates a new StoFlow account via the Referrer's referral link.
Referral link: unique URL generated by StoFlow for each Customer, accessible from the Subscription area.
Validated referral: referral that has satisfied all the conditions of article 7.3.
Referral credit: euro credit applied to the Referrer's Stripe account, automatically deducted from their next invoices.

7.2 Eligibility conditions
The programme is open to any Customer holding an active StoFlow account. The Referred User must create a new StoFlow account via the Referrer's link and take out a paid subscription (Starter, Pro or Business). Self-referral (creation by the Referrer of a second account in their own name) is prohibited.

7.3 Reward mechanism
For the Referred User:

• Monthly subscription: -50% on the first month billed.
• Annual subscription: one month free (deducted from the first annual invoice).

The Referred User discount applies to the first invoice issued upon subscription.

For the Referrer, the credit granted depends on the plan chosen by the Referred User and on the billing frequency:

7.4 Validation and release
The Referrer's credit is released 14 calendar days after the Referred User's first actual payment. During this period, the Referred User's subscription must remain active and paid. The credit is then automatically applied to the Referrer's Stripe account and deducted from the next invoice issued.

7.5 Limits
A single Referrer cannot generate more than 20 validated referrals over a rolling 12-month period (the last 365 days, UTC time zone) nor more than 5 validated referrals over a rolling 30-day period. Any referral that exceeds either of these limits is rejected; the referred user retains normal use of their subscription, but no credit is granted to the referrer.

7.6 Use of credits
Credits are denominated in euros and automatically deducted by Stripe from the Referrer's next invoices. They are non-transferable, non-assignable, non-convertible into cash and cannot be combined with a refund request.

7.7 Loss of credits
In the event of termination of the Referrer's account, credits not yet applied to an invoice are permanently lost.

7.8 Fraud and abuse
The Seller reserves the right to retroactively cancel a validated referral and withdraw the corresponding credit in the event of:

• termination of the Referred User's subscription before the 14-day period has expired;
• payment dispute (chargeback) or refund request by the Referred User;
• detection of a shared identity between Referrer and Referred User (identical connection fingerprint, IP address, Stripe payment method);
• any manifest pattern of abuse of the programme or reasoned decision of the StoFlow administration.

Referrals between members of the same household are permitted. The creation by the same Customer of several accounts with a view to generating referrals for their own benefit constitutes fraudulent use within the meaning of this article.

7.9 Amendment of the programme
The Seller may amend or suspend the referral programme at any time, subject to 30 days' notice published on the Subscription page. Referrals already validated on the date of amendment remain vested under the rules in force at the time of their validation.

7.10 Personal data
The processing of the data necessary for the operation of the programme (attribution cookie retained for 60 days, connection fingerprint, IP address) is carried out in accordance with the Privacy Policy.

8.1 Guarantee against hidden defects (Articles 1641 to 1649 of the French Civil Code)
The Seller is bound by the guarantee in respect of hidden defects in the service sold that render it unfit for its intended use, or that so diminish its use that the Customer would not have acquired it, or would have paid only a lower price for it, had the Customer known of them.

8.2 Legal guarantee of conformity
The provisions of articles L217-4 to L217-14 of the French Consumer Code relating to the legal guarantee of conformity are reserved for consumers and do not apply to professional Customers. The general-law contractual liability regime (French Civil Code) applies in its place.

9.1 Nature of compensable damages

The Seller compensates only direct and foreseeable damages resulting from a proven fault on its part. Indirect damages are expressly excluded from compensation, in particular: loss of profits, loss of revenue, loss of clientele, commercial harm, loss of image or reputation, loss of chance, loss of data other than data directly hosted by the Service.

9.2 Liability cap

The Seller's total liability, all heads of loss and all causes combined, is expressly limited to the amount of the sums actually paid by the Customer under its subscription during the twelve (12) months preceding the event giving rise to the damage. This limitation is granted in consideration of the affordable pricing of the Service, the technical risks inherent in a SaaS service dependent on third-party marketplaces, and the enhanced obligation of means to which the Seller is bound (article 9 bis).

9.3 Common exclusions:
These limitations do not apply in the event of gross negligence, fraud, infringement of mandatory legal guarantees, or bodily injury.

9.4 Force majeure
The Seller cannot be held liable for the non-performance of its obligations in the event of force majeure as defined by article 1218 of the French Civil Code and French case law.

The Seller is bound by an enhanced obligation of means in respect of the Service. This means that:

• the Seller implements all reasonable technical, human and organisational means to ensure the proper functioning of the Service;
• the Seller actively monitors the availability of the Service and intervenes diligently in the event of a detected incident;
• the Seller does not, however, guarantee either the uninterrupted availability of the Service, or the absence of bugs, or the compliance of the Service with specific business objectives particular to the Customer.

This characterisation corresponds to the very nature of the Service, whose performance depends on factors external to the Seller: technical availability and commercial policy of third-party marketplaces, quality of the Customer's Internet connection, the Customer's compliance with the recommended best practices (article 6 bis), and technical characteristics of the equipment used by the Customer.

The following are treated as a case of force majeure within the meaning of article 9.4, without this list being exhaustive:

• the total or partial unavailability of the APIs or interfaces of third-party marketplaces;
• unilateral changes to these APIs or to the conditions of use that would restrict access to them;
• decisions by third-party marketplaces to suspend, limit or terminate the Customer's access to their services;
• blockages, rate limits or access restrictions imposed by these marketplaces.

The Seller undertakes to inform the Customer within the shortest possible time of any major unavailability and to restore nominal operation of the Service as soon as technically possible. No compensation is due in respect of these events beyond the Seller's control.

The Seller undertakes to protect the Customer's personal data in accordance with the General Data Protection Regulation (GDPR) and the French Data Protection Act (Informatique et Libertés).

For more information on the processing of your personal data, see our Privacy Policy.

11.1 Prior complaint
In the event of a dispute, the Customer is invited to first contact the Seller's customer service at contact@stoflow.com in order to seek an amicable solution.

11.2 Prior amicable mediation
If the prior complaint fails, the parties undertake to attempt amicable mediation before any court action, in accordance with article 16 of these Terms of Sale. This mediation may be organised by any person or body accepted by mutual agreement. The provisions on consumer mediation (L611-1 of the French Consumer Code) do not apply to contracts entered into between professionals.

11.3 Competent jurisdiction
Failing an amicable agreement, any dispute relating to the formation, interpretation or performance of these Terms of Sale will be submitted to the exclusive jurisdiction of the Commercial Court of Melun, notwithstanding multiple defendants or third-party indemnity claims, including for urgent or protective proceedings, in summary proceedings or on application. This jurisdiction clause applies between professionals.

These Terms of Sale are governed by French law.

In the event of a dispute between professionals, and after failure of any attempt at amicable mediation, the Commercial Court of Melun alone will have jurisdiction to hear that dispute, in accordance with article 11.3.

In accordance with article 1366 of the French Civil Code, the log files kept by the Seller constitute admissible evidence that may be relied on against the Customer, subject to their technical integrity. These include in particular:

• the timestamps of registration and of acceptance of the Terms of Sale/Terms of Use;
• the user identifier and the IP address used;
• the actions carried out on the Service (publication, deletion, modification);
• the exact version of the Terms of Sale/Terms of Use accepted and its digital fingerprint (hash);
• email communications between the Customer and the Seller.

The Customer expressly acknowledges the evidentiary value of these records and waives the right to challenge their admissibility solely on the ground that they are kept in electronic form.

The Seller may freely assign, transfer or contribute this contract to any third party, in particular in the context of a merger, acquisition, sale of assets, internal reorganisation or any other comparable transaction.

The Customer is informed of any assignment by email at least thirty (30) days before the effective assignment. If the Customer does not accept the transferee, it may terminate its subscription without charge before the effective date of the assignment and obtain a pro rata refund for the unused period.

The Customer may not, without the Seller's prior written agreement, assign or transfer to a third party the rights and obligations it holds under these Terms of Sale.

15.1 Severability
If one or more provisions of these Terms of Sale are held invalid, unlawful or inapplicable by a competent court, the other provisions remain in full force. The parties undertake to replace the invalidated provision with a valid provision producing effects as close as possible to their original intention.

15.2 Non-waiver
The Seller's failure, at any given time, to rely on any of the provisions of these Terms of Sale shall not be interpreted as a waiver of the right to rely on it later. No tolerance and no delay in application creates any vested right in favour of the Customer.

In accordance with article 1104 of the French Civil Code, the parties undertake to perform these Terms of Sale in good faith.

Before any legal action, the parties make it a priority to seek an amicable solution. The Customer undertakes to contact the Seller's support service at contact@stoflow.com and to allow the Seller a reasonable period to respond to its complaint before any referral to a court.