General conditions of use of the Nextpool Online Configurator
Version 0.2 – 25/03/21
Article 1 – Purpose of the General Conditions
The purpose of these general conditions is to define the terms for the provision of the technical configuration and costing service for (tailor-made) clothing products offered by Nextpool Services on behalf of Nextpool Group entities to any professional customer (hereinafter referred to as the “Expert Configurator Service”) and its conditions of use by the customer and any duly authorised user (hereinafter referred to as the “User”). The parties acknowledge and accept that these general conditions of use are only intended to govern the use of the Expert Configurator Service and not the sale of Nextpool Group products to the customer, which is and remains governed by Nextpool Group’s general conditions of sale, available here.
Any use of the Expert Configurator Service implies full and unreserved acceptance of and compliance with all the terms of these general conditions of use. These general conditions of use therefore constitute a contract between Nextpool Services, Albigès, Albon, ASPOOL of the Nextpool Group (hereinafter referred to as “Nextpool Group”) and the User.
If the User does not wish to accept all or part of these general conditions, it will not be possible to access the Expert Configurator Service. The relationship between the User and Nextpool Services will always be governed by the latest general conditions in force on the day the User uses the Expert Configurator Service. Nextpool Services reserves the right to modify, at any time, all or part of the stipulations of these general conditions in order to adapt them to developments in the Expert Configurator Service, to technical, legal, regulatory or jurisprudential developments. In the event of modification of these general conditions, the User will be invited to accept the new general conditions of use, which will be applicable to him on the day of acceptance.
Article 2 – Definitions
Terms beginning with a capital letter in these general conditions, whether used in the singular or plural, will have the meaning ascribed to them below:
- Customer: refers to any natural or legal person who already has a customer account with one of the Nextpool Group companies and who has requested, under the conditions of Article 3, a registration for the Expert Configurator Service, enabling the Service to be made available to Users.
- User: means any natural person, employee of the Client, who has access to and uses the Expert Configurator Service. It is the responsibility of the Client, who will have the role of administrator, to set up and maintain the rights associated with each of its users (consultation/editing of projects/orders, deactivation of users).
- Identifier: covers the information required to identify a User to access the Expert Configurator Service via a unique and personal identifier defined by the User.
- Password: is a confidential piece of information, which the User must keep secret, allowing him, used in conjunction with his User ID, to prove his identity and access the Expert Configurator Service.
- Expert Configurator Service: means the service made available to the Customer and Users by Nextpool Services and enabling the Customer to configure clothing products and to calculate their value before validating the order with one of the entities of the Nextpool Group.
Article 3 – Access to the Expert configurator Service
3.1. Rights granted. Nextpool Services hereby grants the User a personal, non-exclusive, non-transferable and revocable right to benefit from the functionalities offered by Nextpool Services within the framework of the Expert Configurator Service.
3.2. Access to the Expert Configurator Service. The Expert Configurator Service is available online via the following link: https: //expert.nextpool.com.
3.3. As the Expert Configurator Service is not downloadable but only accessible online, access to the Expert Configurator Service requires the User to have an Internet connection and a browser at all times.
3.4. Registration to the Expert Configurator Service. The registration of the Customer and the User is mandatory in order to be able to access the Expert Configurator Service and benefit from the functionalities offered. To register, the Customer must make a request to its sales contact, specifying the information that identifies its (customer email) and its establishment (customer code) as well as the information that identifies the Users for whom it wishes access to be opened. Nextpool Services reserves the right to refuse access to the Expert Configurator Service if there are valid reasons. The Customer, through its Master User (administrator), will be solely responsible for the administration of its User rights and the delegation rights it has entrusted to Users.
3.5. After validation of the registration request by Nextpool Services, the Customer will receive an email inviting it to create its Login and Password. The User must accept the general terms and conditions of use at the first connection.
3.6. To access the Expert Configurator Service, the User must have a computer or mobile terminal and Internet access. All costs relating to access to the Expert Configurator Service, whether hardware, software or internet access costs, are exclusively borne by the User or the Customer. The User is solely responsible for the proper functioning of his computer equipment and Internet access.
3.7. Logging in to the account. Within the framework of the use of the Expert Configurator Service, the User is offered a reserved and secure access accessible by User ID and Password. The User is informed and accepts that entering the Username and Password is proof of his identity. They are personal and may not be communicated to third parties or transferred in any way by the User. The User is responsible for his Username and Password and undertakes to be the sole holder. Nextpool Services shall not be liable for the consequences of fraudulent use of the Password by a third party, or its loss. Access to the Expert Configurator Service is strictly personal and cannot be resold.
The functionalities offered by the Expert Configurator are conditioned by the rights granted by the Customer’s Master User (administrator).
The Customer and the User acknowledge and accept that the Expert Configurator Service is likely to evolve and that, as such, the Service could be adapted accordingly, without Nextpool Services being held liable in this respect.
Article 4 – Setting
4.1. The Expert Configurator Service allows Customers and Users to configure online the customised products they wish to order from Nextpool Group entities. The Customer and the User acknowledge and accept that all orders placed via the Expert Configurator Service are subject to the Nextpool Group’s current general conditions of sale and warranty. These general conditions are intended only to govern the use of the Expert Configurator Service and the practical procedures for the technical configuration and costing of their quotes/projects before placing their orders.
4.2. Project configuration and encryption. It is up to the User, with the appropriate rights, after having identified himself by entering his User ID and his confidential Password, to fill in the “Create a quote” section with the terms and technical specifications of his project (hereafter “Project”). At the end of the various configuration stages, and after having removed all the technical inconsistencies automatically raised by the Expert Configurator Service, the User will have a detailed costing of his Project valued in retail prices that he can use and personalize for his own needs with regard to the end customer. This costing will detail: the references, descriptions, quantities and retail prices of the products configured by the User at the current price excluding VAT and including VAT, the applicable delivery costs, as well as the total amount at the current price excluding VAT and including VAT. Once the User has read the costing, he may (i) save it for later revision if necessary, (ii) validate it in order to place an order with the Nextpool Group entity concerned by the Project in accordance with the conditions set out in Article 4.3 or (iii) validate it in order to send it to a third party authorised to receive orders from the Customer.
4.3. Validation of the Project by a manufacturing order. At the end of the various configuration stages via the Expert Configurator Service and after having checked the information contained therein, the User may definitively validate the Project, the configured products associated with the latter and the costing carried out via the said Service by clicking on the “Validate order” function. Prior to placing an order, the User must tick the box accepting the Nextpool Group’s general conditions of sale. This order validation click constitutes an electronic signature. This signature has the same value between the parties as a handwritten signature. The order form will be recorded on Nextpool Services’ computer registers, which are themselves kept on a reliable and durable medium, and will be considered as proof of the contractual relations between the parties.
4.4. Each order placed via the Expert Configurator Service is acknowledged by a confirmation email. The valuation of the Project is carried out on the basis of the indications entered by the User but may give rise to modification or increase depending on the characteristics of the Project. Thus, the acknowledgement of receipt of the order issued by Nextpool Services may include changes to the order sent by the User in accordance with Article 4.3. and, in this case, the User has a period of twenty-four (24) working hours to object to these changes. Otherwise, the configuration and costing of the Project as they result from the order acknowledgement will be final and binding for the User, the Customer and Nextpool Services.
4.5. Any cancellation or modification of the order after the order confirmation has been sent is subject to prior written acceptance by the Nextpool Group entity to which the order is addressed.
4.6. Unless proven otherwise, the data recorded by Nextpool Services constitute the proof of all transactions. In any case, the Nextpool Group reserves the right to refuse any order or delivery in the event of a dispute with the Customer or in the event of total or partial non-payment of a previous order by the Customer. The Nextpool Group cannot be held liable in such cases.
4.7. Nextpool Services formally draws the attention of Users to the fact that in the event of an error in placing an order, it cannot be held responsible for the consequences. Any order received will be deemed to comply with the Customer’s expectations and manufactured on the basis of the data received.
4.8. The information available on the Expert Configurator Service is provided for information purposes only. Nextpool Services reserves the right to make changes without changing the material quality or performance of the products.
4.9. The Nextpool Group draws the Customer’s attention to the fact that the ex-factory and delivery times, displayed in the “My orders” module are in accordance with the general conditions of sale, always given for information only but are not binding on the Nextpool Group. A delay cannot result in cancellation or penalties of any kind.
The User is solely responsible for the content of the orders he places via the Expert Configurator Service. In this respect, he guarantees the NextPool Group against all claims, based directly or indirectly on this data, that may be brought against it. In particular, the User undertakes to pay any sums resulting from a third party’s claim against Nextpool Group, including legal fees and court costs.
Article 5 – Financial conditions
The Expert Configurator Service is offered free of charge by Nextpool Services to Customers and Users, excluding subscription costs with the mobile telephone operator, excluding connection and access costs to the Internet network and any additional costs invoiced for loading data by the operator of the Customer and/or the User.
Article 6 – User’s obligations
The User may not use the Expert Configurator Service for fraudulent purposes and/or attempt to connect to an account other than his own. If the rights defined herein are exceeded, the User is liable to an action for infringement.
The User expressly undertakes:
- not to disclose the content of the software necessary for the implementation of the Expert Configurator Service without the prior written consent of Nextpool Services,
- not to permanently or temporarily reproduce the Expert Configurator Service and/or its content, in whole or in part, by any means and in any form, in particular to create or allow the creation of a program with the same purpose;
- not to use any software or process to copy the Expert Configurator Service and/or the content without the prior written permission of Nextpool Services;
- not to adapt, modify, translate, transcribe, arrange, compile, decompile, assemble, disassemble, transcode, or reverse engineer any part of the Expert Configurator Service and/or the content;
- not to export the Expert Configurator Service and/or the software necessary for its implementation, nor to merge all or part of the Expert Configurator Service and/or said software with other computer programs;
- to respect the software functionalities necessary for the implementation of the Expert Configurator Service with other programs,
- not to make any use other than that expressly authorised by the law within the limits and conditions set by the law;
- to expressly refrain from using software or devices likely to disrupt the proper functioning of the Expert Configurator Service, or from taking any action that would impose a disproportionate burden on Nextpool Services’ infrastructure;
- not to extract or re-use, including for private purposes, without prior written permission from Nextpool Services, any substantial or non-substantial part of the content of the databases and archives constituted by the Expert Configurator Service;
- not to set up systems that could hack the Expert Configurator Service and/or the content in whole or in part, or that could violate these general conditions;
- to inform Nextpool Services as soon as he becomes aware of an act of piracy and in particular of any illicit or non-contractual use of the Expert Configurator Service and/or the content, regardless of the method of distribution;
- not to sell, rent, sublet or transfer in any way whatsoever his licence to use the Expert Configurator Service and/or the content to third parties and/or not to commercialise, in any way whatsoever, including in the form of a service, access to and/or use of the Expert Configurator Service, including the piloting of the System.
Article 7 – Confidentiality – Intellectual Property
7.1. Confidentiality. The Parties undertake not to disclose information of any kind whatsoever brought to their knowledge by the other Party in any manner whatsoever and to use it only to perform their obligations hereunder. This obligation of confidentiality will remain in effect after the termination of this relationship for any reason for a period of five (5) years.
7.2. Intellectual property. The User acknowledges that no intellectual property rights on the Expert Configurator Service, nor on the content, nor on the trademarks, logos, texts, graphics, images, audio files, videos, and any other element protected by intellectual property rights appearing on the Expert Configurator Service are transferred to him. Nextpool Services is and remains the exclusive owner of all intellectual property rights relating to the Expert Configurator Service and its content or to the Nextpool Group’s trademarks and logos. None of the provisions of these general conditions may be interpreted as entailing an assignment, transfer, sale, concession, licence, loan, rental, or operating authorisation granted directly or indirectly by Nextpool Services for the benefit of the User on the Expert Configurator Service, the content and/or the trademarks and logos of the Nextpool Group. The User undertakes not to infringe, directly or indirectly or through the intermediary of third parties with which he is associated, the intellectual property rights of the Nextpool Group. The User undertakes not to use the Expert Configurator Service provided by Nextpool Services, the documentation associated with the Service, his Identifier and/or Password, directly or indirectly, in any capacity, in any form and for any reason whatsoever, for any purpose other than the configuration and costing of his Project and/or the management of his orders. The right to use the Expert Configurator Service is exclusive of the granting of any other right and does not in any case imply the right to do any act not expressly authorised and in particular the rights of copying, translation, adaptation, arrangement or any other modification of the Expert Configurator Service and/or its components.
Article 8 – Privacy
When using the Expert Configurator Service, Nextpool Services collects and processes personal information about the Customer and/or the User and/or the end customer such as identification and contact data. This data is necessary for the execution of the Expert Configurator Service. Any personal data that may be processed will be done so in strict compliance with the applicable regulations on the protection of personal data. Refusal to provide certain personal data may deprive the User of access to certain services. They will be identified as such. The recipients of personal data are restricted to authorised persons within the Nextpool Group. It shall not be communicated, transferred or disclosed to third parties, except when such communication is strictly necessary for the execution of the Expert Configurator Service. The data retention period is limited to the period necessary for the performance of the purposes for which the data was collected and complies with the legal periods in force.
Article 9 – Warranties & Liability
9.1. The information and data published on the Expert Configurator Service come from sources deemed reliable but are provided strictly and exclusively for information and guidance. Nextpool Services makes every effort to keep the Expert Configurator Service up to date and to provide reliable, legal and up-to-date information. However, Nextpool Services does not guarantee the integrity, accuracy, completeness, timeliness or other quality of the information provided on the Expert Configurator Service.
9.2. The User is solely responsible for the proper use, with due care and attention, of the Expert Configurator Service and of the information made available in this context. The use of his Login and Password is carried out at the User’s risk. It is the User’s responsibility to take all necessary measures to protect his own data and/or software stored on his computer and telephone equipment against any attack.
9.3. Nextpool Services undertakes to put in place reasonable means to contribute to the security and confidentiality of the data transmitted. The Expert Configurator Service is provided “as is” and “as available” without warranty of any kind. Nextpool Services does not guarantee the continuity of the Expert Configurator Service and the quality of communication links with the User and cannot be held responsible for any failures or malfunctions observed on the communication networks used. The User acknowledges that he is aware of the limitations and constraints specific to the internet network and, in this regard, recognises in particular the impossibility to entirely guarantee the security of data exchanges. The Expert Configurator Service is accessible 24 hours a day, 7 days a week, except in the event of force majeure or the occurrence of an event beyond the control of Nextpool Services and subject to any breakdowns and maintenance interventions necessary for the proper functioning of the Expert Configurator Service. Maintenance operations may be carried out without prior notice to Users. Nextpool Services is bound by a best-efforts obligation regarding the accessibility, functioning and/or availability of the Expert Configurator Service. Nextpool Services reserves the right to interrupt, suspend or limit access to all or part of the Expert Configurator Service, in particular due to technical or legal constraints.
9.4. Nextpool Services may in no case, within the limits of applicable law, be held liable for damage and/or loss, direct or indirect, material or non-material, or of any nature whatsoever, resulting from:
- the unavailability of the Configurator Service and in particular any interruption of the Expert Configurator Service due to maintenance, technical problems, congestion of the Internet network or the failure of any other remote transmission system, which could prevent the Expert Configurator Service from functioning;
- a defect, loss, delay or error in the transmission of data that is beyond its control;
- the sending, on the basis of information communicated by the User, of messages and/or data and/or to a false, erroneous or incomplete address;
- if data is not received for any reason, or if the data received is unreadable or impossible to process.
9.5. Furthermore, Nextpool Services declines all responsibility in case of misuse of the Expert Configurator Service. Nextpool Services can in no way be held liable for any damage of any kind whatsoever, caused to Users, their systems, their computer and telephone equipment and the data stored therein, nor for the consequences that may arise from this on their personal, professional or commercial activity. In particular, Nextpool Services cannot be held responsible in the event of use of the Expert Configurator Service in violation of these general conditions.
9.6. Any dispute by the User regarding the proper performance by Nextpool Services of its contractual obligations must be justified and be the subject of a registered letter with acknowledgement of receipt at the latest within one year of the alleged non-performance. Failure to do so shall constitute a waiver on the part of the User to invoke the liability of Nextpool Services.
9.7. Nextpool Services cannot be held responsible for any acts of any kind committed by the User. The User is therefore solely responsible, with respect to third parties and in particular other Users of the Expert Configurator Service, for all the harmful consequences that may arise from his actions.
Article 10 – Force majeure
Nextpool Services cannot be held responsible in the event of force majeure or events beyond its control. In the first instance, cases of force majeure within the meaning of Article 1218 of the Civil Code will suspend the obligations of the Parties. If such an event were to occur, the parties will undertake all reasonably possible measures in good faith in order to continue the performance of the contract. If the cases of force majeure or unforeseen circumstances last longer than sixty (60) days, the relationship may be terminated at the initiative of either party, without any right to compensation on either side.
Article 11 – Duration
11.1.Access to the Expert Configurator Service is granted by Nextpool Services to the User for an indefinite period of time as of the opening of his access under the conditions of Article 3.
In the event of use of the Expert Configurator Service in violation of the provisions of these general conditions of use or the applicable regulations, Nextpool Services reserves the right to suspend access to the Expert Configurator Service. This suspension takes effect upon receipt by the User of a notification email that has remained without effect after a 72-hour notice period. In the event that the suspension lasts for more than one (1) month, Nextpool Services is entitled to terminate access to the Expert Configurator Service in accordance with the provisions of Article 12.2.
Article 12 – Termination – Consequences of termination
12.1. As access to the Expert Configurator Service is granted for an indefinite period, it may be terminated at any time, without cause, by either Party, subject to one (1) month’s notice.
12.2. In addition, either party may automatically terminate access to the Expert Configurator Service if the other party fails to fulfil any of its obligations. In particular, the User’s registration to the Expert Configurator Service may be terminated by Nextpool Services in case of non-performance of one or more of the obligations contained in its various clauses. This termination will only become effective seven (7) days after Nextpool Services has sent a notification email stating the reasons for the complaint, unless within this period the User has fulfilled his obligations or has provided proof of an impediment due to force majeure. The following in particular shall be considered as breaches that may lead to termination of registration: failure to comply with the conditions of use of the Expert Configurator Service as defined herein, failure to comply with the obligation of confidentiality, failure to comply with Nextpool Services’ intellectual property rights, and more generally, failure to comply with the obligation of loyalty.
Article 13 – Applicable Law – Jurisdiction
These general conditions of use as well as all operations referred to herein and more generally the relationship between Nextpool Services and the User are subject to French law.
Any dispute or challenge relating to these general conditions of use and to the operations referred to herein, and in particular relating to their validity, execution, interpretation or termination, which could not be settled amicably between the parties within sixty (60) days of its notification by the most diligent party, shall be submitted to the Commercial Court of Lyon.
Article 14 – General Provisions
14.1. No tolerance on the part of one party towards the other may be interpreted as a waiver of all the rights granted to it by these general conditions of use, in particular the fact of not claiming late payment.
14.2. In the event of a dispute, the parties agree to consider the fax, email and exchanges via the Application as an original that is valid as proof and waive the right to contest this means of proof, except to discuss its authenticity.